What changed in this filing

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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-31 · 324 added, 775 removed, 506 unchanged (68% of the section changed)

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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 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.

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.

Report of Internal Control over Financial Reporting.

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Executive Officer, Acting Chief Financial Officer and Director

Operating Officer and Director

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

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technology, marketing, and executive management.

Hall – Chief Operating Officer and Director of the Company since February 8, 2021, Mr.

Hall has held senior management positions

over the course of his career including director of communications for PacifiCorp, a Berkshire Hathaway Energy-owned electric utility

serving nearly two million customers across Oregon, California, Washington, Utah, Idaho and Wyoming.

Prior to his role at PacifiCorp,

he served as vice president of digital platforms for the Utah Jazz (Larry H.

Miller Sports & Entertainment) and as news director

of KSL.com, the largest news outlet in the Intermountain West.

Hall holds a Master of Science in Instructional Design and Technology

from Utah State University and a Bachelor of Arts in Visual Art from Brigham Young University.

Hall - Director of the Company since February 8, 2021 and served as the Company’s Chief Operating Officer from February 8,

2021 through December 21, 2022.

Hall has held senior management positions over the course of his career including director of communications

for PacifiCorp, a Berkshire Hathaway Energy-owned electric utility serving nearly two million customers across Oregon, California, Washington,

Utah, Idaho and Wyoming.

Prior to his role at PacifiCorp, he served as vice president of digital platforms for the Utah Jazz (Larry H.

Miller Sports & Entertainment) and as news director of KSL.com, the largest news outlet in the Intermountain West.

Hall holds a Master

of Science in Instructional Design and Technology from Utah State University and a Bachelor of Arts in Visual Art from Brigham Young

Board of Directors has concluded that Mr.

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have no formal policy regarding director attendance at the annual meeting of stockholders.

The Board of Directors held eighteen (18)

meetings in 2021 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.

The Board of Directors held nine (9) meetings

in 2022 including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this Annual Report.

Board members were present at all of the meetings.

16(a) Beneficial Ownership Reporting Compliance

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2022 all Reporting Persons timely complied with all applicable filing requirements.

EXECUTIVE COMPENSATION.

COMPENSATION.

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

1 unchanged sentence

- CEO and Acting CFO

28,686,000 (1)

Spencer Hall – COO(3)

3,652,000 (2)

at fair value in accordance with the authoritative guidance provided by the Financial Accounting Standards Board, where the value

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Lee was granted options to purchase 400,000,000 shares of common stock at an exercise

price of $0.028, with a fair value of $28.686 million 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 18, 2021, the options shall

become exercisable in equal amounts over a thirty-six (36) 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.

Hall was granted options to purchase 50,000,000

shares of common stock at an exercise price of $0.028, with a fair value of $3.652 million

calculated using the Black Scholes method.

price of $0.028, with a fair value of $28,686,000 calculated using the Black Scholes method.

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, the

options shall become exercisable in equal amounts over a thirty-six (36) 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.

Hall was granted options

to purchase 50,000,000 shares of common stock at an exercise price of $0.028, with a fair value of $3,652,000 calculated using the

Black Scholes method.

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.

Company currently has no employment agreements with its executive officers.

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

Company has no stock option plan.

receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of

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Beneficially Owned

Percentage of

Common Stock Beneficially Owned(1)

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Spencer Hall (3)

Executive Officers and Directors as a

(2 individuals)

All Executive Officers and Directors as a Group (2 individuals)

upon 705,126,846 shares of common stock outstanding as of March 1, 2023.

Includes 4,769,290 shares of common stock and 336,999,995 shares of common

stock underlying options that are fully vested and that will vest within 60 days of the date of this report.

Includes 20,833,335 shares of common stock underlying options that are fully vested and that will vest within 60 days of the date of this

4,769,290 shares of common stock and 399,999,992 shares of common stock underlying options that are fully vested and that will vest

within 60 days of the date of this report.

36,111,114 shares of common stock underlying options that are fully vested and that will vest within 60 days of the date of this report.

Authorized for Issuance Under Equity Compensation Plan

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

Plan Category

securities to

available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

were no material related party transactions which we entered into during the last two fiscal years.

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

were no material related party transactions which were entered into during the last two fiscal years.

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

ACCOUNTING FEES AND SERVICES.

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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)

Certificate of Designation 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)

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,

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)

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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)

Description of Registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith).

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).

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 ).

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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)

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)

NewHydrogen, Inc.

2022 Equity Incentive Plan (Filed an as exhibit to the Company’s current report on Form 8-K filed with the SEC on April 13, 2022)

Form of Third Amendment to the Sponsored Research Agreement (Filed an as exhibit to the Company’s current report on Form 8-K filed with the SEC on November 1, 2022)

Consent of M&K CPAs, PLLC (filed herewith)

Code of Ethics (Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2008)

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Section 1350 (filed herewith).

Instance Document

XBRL Taxonomy Extension Schema Document

Taxonomy Extension Calculation Linkbase

Taxonomy Extension Definition Linkbase

Taxonomy Extension Labels Linkbase

Taxonomy Extension Presentation Linkbase

FORM 10-K SUMMARY

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Labels Linkbase

Inline XBRL Taxonomy Extension Presentation Linkbase

accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,

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CHAIRMAN OF THE BOARD

OPERATING OFFICER AND

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - M&K CPAS, PLLC (PCAOB ID:

Sheets as of December 31, 2021 and December 31, 2020

of Operations for the years ended December 31, 2021 and 2020

of Shareholders’ Deficit for the years ended December 31, 2021 and 2020

of Cash Flows for the years ended December 31, 2021 and 2020

Balance Sheets as of December 31, 2022 and December 31, 2021

Statements of Operations for the years ended December 31, 2022 and 2021

Statement of Shareholders’ Deficit for the years ended December 31, 2022 and 2022

Statements of Cash Flows for the years ended December 31, 2022 and 2022

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of NewHydrogen, Inc.

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matters below, providing separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

discussed in Note 2 to the financial statements, the Company issues stock-based compensation in accordance with ASC 718, Compensation.

management’s calculation of the fair value of stock-based compensation can be a significant judgment given the fact that the Company

discussed in Note 2 to the financial statements, the Company issues equity based awards in accordance with ASC 718, Compensation.

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.

Auditing a specialist’s calculation of the value of derivatives

can be a significant judgment given the fact that the Company uses the specialists estimates on various inputs to the calculation.

Other less complex equity awards are based upon the closing market price.

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

M&K CPAS, PLLC

have served as the Company’s auditor since 2019

NEWHYDROGEN, INC.

We have served as the Company’s auditor since

March 10, 2023

December 31, 2022

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Accounts payable

Accrued expenses

Derivative liability

Convertible promissory notes net of debt discount of $ 0 and $ 219,850 , respectively

TOTAL CURRENT LIABILITIES

LONG TERM LIABILITIES

Convertible promissory notes net of debt discount of $ 0 and $ 0 , respectively

TOTAL LONG TERM LIABILITIES

TOTAL LIABILITIES

COMMITMENT AND CONTINGENICES (See Note 9)

Series C Convertible Preferred Stock, 34,853 and 0 shares outstanding, respectively, redeemable value of $ 3,485,313 and $ 0 ,

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

SHAREHOLDERS’ EQUITY

Preferred stock, $ 0.0001

10,000,000 authorized

Preferred stock, $ 0.0001 par value;

10,000,000 authorized shares

Common stock, $ 0.0001 par value;

3,000,000,000 authorized shares 715,496,051 and 456,198,529 shares issued and outstanding, respectively

3,000,000,000 authorized shares 705,126,846 and 715,496,051

shares issued and outstanding, respectively

Preferred treasury stock, 0 and 1,000 shares outstanding, respectively

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( 160,869,525 )

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

( 151,914,888 )

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

accompanying notes are an integral part of these audited financial statements

OF OPERATIONS

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( 12,088,582 )

( 52,454,530 )

OTHER INCOME/(EXPENSES)

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( 29,966,084 )

( 139,038,754 )

Interest expense

TOTAL OTHER INCOME (EXPENSES)

( 139,914,908 )

NET INCOME (LOSS)

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1,117,523,767

accompanying notes are an integral part of these audited financial statements

OF SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

YEAR ENDED DECEMBER 31, 2020

YEARS ENDED DECEMBER 31, 2022 AND 2021

Preferred Stock

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( 151,914,888 )

$ ( 12,215,711 )

Issuance of common shares for cash

Issuance of common shares for cash, shares

Issuance of common shares for converted promissory notes and accrued interest

Issuance of commons shares for services

Issuance of commons shares for services, shares

Fair value of convertible notes and accrued interest in exchanged for Series C Preferred Stock

Fair value of convertible notes and accrued interest in exchanged for Series C Preferred Stock, shares

Issuance of 3,Series C Preferred stock

Issuance of common shares for services

Issuance of preferred shares in exchange for fair value of convertible notes

Issuance of common shares for conversion of preferred stock

Issuance of common shares for conversion of preferred stock, shares

Issuance of Series C Preferred stock

Stock compensation cost

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( 5,983,504 )

( 140,544,660 )

Balance at December 31, 2021

( 160,869,525 )

$ ( 151,914,888 )

YEAR ENDED DECEMBER 31, 2021

Preferred Stock

Balance at December 31, 2020

$ 456,198,529

Issuance of common stock warrants for cash

Stock and warrant compensation cost

Common stock returned to the Company by Unregistered dealer

( 10,369,205 )

( 12,085,528 )

Issuance of common shares for cash

Issuance of common shares for converted promissory notes and accrued interest

Issuance of commons shares for services

Fair value of convertible notes and accrued interest in exchanged for Series C Preferred Stock

Issuance of, Series C Preferred stock

Issuance of common shares for conversion of preferred stock

Stock compensation cost

Issuance of common stock warrants deemed dividends

( 12,085,528 )

Net Income (loss)

Balance at December 31, 2022

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$ ( 172,955,053 )

accompanying notes are an integral part of these audited financial statements

OF CASH FLOWS

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(used in) provided by operating activities

Adjustment to reconcile net income(loss) to net cash (used in) provided by operating activities

Depreciation and amortization expense

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( 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

Principal payments on convertible debt

Proceeds for the sale of common stock for cash, net

Principle payments on convertible debt

Net proceeds from convertible promissory notes

Common stock purchase warrants for cash

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

( 1,811,013 )

CASH, BEGINNING OF YEAR

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Fair value of initial derivative

Fair value of preferred stock in exchange of convertible notes

Issuance of common stock warrants deemed dividends

accompanying notes are an integral part of these audited financial statements

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

Fair value of convertible notes exchanged for preferred stock

Issurance of common stock warrants deemed dividends

Return of common shares

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

Basis of Presentation

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California, began operations on April 25, 2006 to develop and market Photovoltaic solar technology products.

a developer of clean energy technologies.

Our current focus is on developing an electrolyzer technology to lower the cost of Green Hydrogen

We are developing technologies to significantly reduce or replace rare earth materials with inexpensive earth abundant materials

in electrolyzers to help usher in a Green Hydrogen economy.

We previously developed BioBacksheet R , a high performance green

back sheet for Photovoltaic solar modules.,

are a developer of clean energy technologies.

Our current focus is on developing an electrolyzer technology to lower the cost of Green

Hydrogen production.

We are developing technologies to significantly reduce or replace rare earth materials with inexpensive earth abundant

materials in electrolyzers to help usher in a Green Hydrogen economy.

We previously developed BioBacksheet R , a high performance

green back sheet for Photovoltaic solar modules.,

Concern Substantial Doubt Alleviated

the year ended December 31, 2021, the Company had income of $ 10,189,480 .

of the year ended December 31, 2022, the Company had a loss of $ 12,085,528 , which consisted of a non-cash amount of $ 10,269,548 for a

net cash loss of $ 1,815,980 .

As of December 31, 2022, its accumulated deficit was $ 172,955,053 .

believes the Company’s present cash flows will enable it to meet its obligations for twenty four months from the date these financial

statements are available to be issued.

Management will continue to obtain new equity financing.

It is probable that management will continue

to obtain new sources of financing that will enable the Company to meet its obligations for the twelve-month period from the date the

financial statements are available to be issued.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.

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

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.

summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements.

The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and

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.

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

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and Cash Equivalent

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

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

Concentration

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, 2021, the cash

balance in excess of the FDIC limits was $ 6,395,710 .

The Company has not experienced any losses in such accounts and believes it is not

exposed to any significant credit risk in these accounts.

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.

includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits.

throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits.

As of December 31, 2022,

the cash balance in excess of the FDIC limits was $ 4,584,697 .

The Company has not experienced any losses in such accounts and believes

it is not exposed to any significant credit risk in these accounts.

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:

and Equipment

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

SCHEDULE OF PROPERTY AND EQUIPMENT

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Machinery and equipment

Depreciation expense for the

years ended December 31, 2021 and 2020 was $ 1,342 and $ 2,098 , respectively.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

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

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

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Intangible assets

Amortization expense for the

years ended December 31, 2021 and 2020 was $ 3,022 and $ 2,267 , respectively.

measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award.

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

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

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).

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.

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is re-measured each period.

24, 2015 and September 2, 2015, the Company granted 12,000,000 stock options to its employees and 3,950,000 stock options to its directors

for services.

18, 2021, the Company granted 450,000,000

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.

February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.091 .

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.

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.

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

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.

April 12, 2022, the Company granted 450,000,000

stock options to its employees for services at an exercise price of $ 0.021 .

On June 29, 2021, the Company amended the exercise price of the options to $ 0.028

options expire, and all rights to purchase the shares shall terminate seven (7) years from the date of the repricing or upon termination

of employment.

Half of the 400,000,000

options vested 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 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 %

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.

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.

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 %

During the year ended December 31, 2022, the Company recognized $ 10,158,048 in stock compensation expense in the financial

As of December 31, 2022, the 450,000,000

stock options were outstanding.

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

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(7) years from the date of grant or upon termination of employment.

As of December 31, 2021, 465,950,000 stock options were outstanding.

Research and Development

As of December 31, 2022, the aggregate total of 455,000,000 stock

options were outstanding.

and Development

and development costs are expensed as incurred.

1 unchanged sentence

December 31, 2022 and 2021, respectively.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) per Share Calculations

(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).

year ended December 31, 2021, the Company has included shares issuable from 465,950,000 stock options and 223,958,334 warrants, because

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).

the year the ended December 31, 2022, the Company has not included shares issuable from 455,000,000 stock options and 228,958,334 warrants,

because their impact on the income per share is antidilutive.

the year ended December 31, 2021, the Company has included shares issuable from 465,950,000 stock options and 223,958,334 warrants, because

their impact on the income per share is dilutive.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) per Share Calculations (Continued)

year ended December 31, 2020 the Company’s diluted loss per share is the same as the basic loss per share, and the inclusion of

any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

The Company has excluded 15,950,000

stock options, and the shares issuable from convertible debt of $ 2,739,790 , because their impact was anti-dilutive.

SCHEDULE OF NET EARNINGS PER SHARE

For the Year Ended

For the Years Ended

Income (Loss) to common shareholders (Numerator)

4 unchanged sentences

Value of Financial Instruments

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, 2021, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued

expenses, approximate the fair value because of their short maturities.

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).

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, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

and accrued expenses, approximate the fair value because of their short maturities.

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:

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;

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.

certain financial instruments at fair value on a recurring basis.

As of December 31, 2021, there were no financial instruments to report.

The following

is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS

Balance as of January 31, 2021

Fair value of derivative liabilities issued

Fair value of derivative liability removed

( 178,736,187

Loss on change in derivative liability

Balance as of December 31, 2021

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting for Derivatives

evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded

at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

For stock-based derivative financial instruments, the Company uses a probability weighted average series Binomial lattice formula pricing

models to value the derivative instruments at inception and on subsequent valuation dates.

The classification

of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end

of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether

or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

Recently Issued Accounting

Pronouncements

2021, the FASB issued an amendment to accounting standards ASU 2021-04, (Subtopic 470-50) – Debt Modifications and Extinguishments”,

which requires that an entity apply the new guidance to a modification or an exchange of a freestanding equity-classified written call

option that is a part of or directly related to a modification or an exchange of an existing debt.

The amendments in this update are effective

for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption

is permitted for all entities.

The Company has evaluated the impact of the adoption of ASU 2021-04, which has no effect on the Company’s

financial statements.

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

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;

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.

measure certain financial instruments at fair value on a recurring basis.

As of December 31, 2022, there were no financial instruments

Issued Accounting Pronouncements

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

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.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

CAPITAL STOCK

14, 2021, the

Board of Directors adopted a certificate of designation establishing the rights, preferences, 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 the 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.

The Series B Preferred Stock total purchase price is $ 0.10

shares of Series B Preferred Stock.

The Series B Preferred stock was returned and expired on February

As of December 31, 2021, there were no

shares outstanding.

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.

D Preferred Stock total purchase price was $ 0.10

shares of Series D Preferred Stock.

The Series D Preferred stock was returned and expired on May

As of December 31, 2021, there were no

shares of Series D Preferred Stok outstanding.

Company estimated the fair value of the Series B and D Preferred Stock as of the valuation dates.

The market approach was utilized to

arrive at an indication of equity value by using quoted market prices of the common shares as of January 14, 2021 and April 14, 2021.

The market cap of the Company represents 100% of the minority interest for all outstanding common shares.

The Preferred Series B and

D Preferred Stock fair value is based on the value of the voting rights.

The Preferred Series B and D Preferred Stock represents a controlling

voting interest in the Company and therefore determining the control premium is an indication of the security’s value.

premium is based on publicly traded companies or comparable entities in related industries, which have been acquired in an arm’s-length

The valuation of the Series B and D Preferred Stock were valued using the common stock price of $ 0.1587 and $ 0.0439 , respectively

and the market capitalization based on the fully diluted common and preferred shares outstanding.

The total fair value of the voting

control of the Series B and Series D was $ 9,616,486 and $ 18,176,922 , respectively, for an aggregate total of $ 27,793,408 .

March 9, 2021, the Company entered into an agreement with an investor for the exchange of convertible debt to equity.

The investor exchanged

convertible notes in the amount of $ 2,462,060 , plus interest in the amount of $ 1,023,253 for an aggregate total of $ 3,485,313 for 34,853

shares of the Company’s Series C Preferred Stock with a stated face value of one hundred dollars ($ 100 ) (“share value”),

and is convertible into shares of fully paid and non-assessable shares of common stock of the Company.

The Series C preferred stock shall

be entitled to receive dividends pari passu with the holders of common stock, except upon liquidation, dissolution and winding up of

the Corporation.

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.

extinguishment of the convertible debt was recognized in the Company’s financials as a gain on settlement of convertible notes

and derivative.

A valuation was prepared based on a stock price of $ 0.075 , with a volatility of 206.03 % , based on an estimated term of

Stock December 31, 2022

of December 31, 2022, 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 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 .

Stock December 31, 2021

January 14, 2021, the Board of Directors filed a certificate of designation establishing the rights, preferences, 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 Series B Preferred Stock

by its terms were automatically redeemed by the Company.

March 26, 2021, the Company entered into a purchase agreement with an investor for an exchange of convertible debt into equity.

exchanged convertible notes in the amount of $ 2,462,060 , plus interest in the amount of $ 1,023,253 for an aggregate total of $ 3,485,313

in exchange for 34,853 shares of the Company’s Series C Preferred Stock.

The extinguishment of the convertible debt and derivative

was recognized in the Company’s financial statement as a gain on settlement of convertible notes and derivative liability.

was prepared based on a stock price of $ 0.075 , with a volatility of 206.03 %, based on an estimated term of 5 years.

SCHEDULE OF EXTINGUISHMENT OF DEBT

5 unchanged sentences

$ ( 178,736,187 )

$ ( 93,180,986 )

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.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CAPITAL STOCK (Continued)

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.

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.

Stock December 31, 2022

10, 2021, the Company filed an amendment to its Articles of Incorporation to effect an increase in the authorized number of shares of

common stock of the Corporation from 3,000,000,000 shares of common stock, par value $ 0.0001 per share to 6,000,000,000 shares of common

stock, par value $ 0.0001 per share.

the year ended December 31, 2021, the Company issued an aggregate of 52,000,000 shares of common stock, pre-funded warrants to purchase

up to 31,333,334 shares of common stock, and warrants to purchase up to 83,333,334 at an exercise price of $ 0.06 per share.

the year ended December 31, 2021, the Company issued 65,000,000 shares of common stock, pre-funded warrants to purchase up to 60,000,000

shares of common stock, and warrants to purchase up to 125,000,000 at an exercise price of $ 0.04 per shares.

the year ended December 31, 2021, the Company issued 21,964,188 shares of common stock upon conversion of convertible promissory notes

in the principal amount of $ 184,124 , plus accrued interest of $ 20,851 , and other fees of $ 1,000 at prices ranging from $ 0.0014 - $ 0.0641 .

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

the year ended December 31, 2021, the Company issued 28,000,000 shares of common stock upon conversion of 392 shares of Series C Preferred

the year ended December 31, 2022, the Company issued 5,000,000

common stock purchase warrants for cash in the amount of $ 1,000 .

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

Stock December 31, 2021

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.

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.

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 .

STOCK OPTIONS

the year ended December 31, 2021, the Company granted 400,000,000 stock options to its CEO and 50,000,000 stock options to an employee

of the Company (See Note 2).

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

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

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

STOCK OPTIONS AND WARRANTS

the year ended December 31, 2022, the Company granted stock options in the amount of 455,000,000 .

(See Note 2).

SCHEDULE OF STOCK OPTIONS

Outstanding as of the beginning of the periods

Expired/Cancelled

( 465,950,000 )

Outstanding as of the end of the periods

Exercisable as of the end of the periods

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

STOCK OPTIONS (Continued)

average remaining contractual life of options outstanding as of December 31, 2021 and 2020 was as follows:

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

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

The stock-based

compensation expense recognized in the statement of operations during the years ended December 31, 2021 and 2020, related to the granting

of these options was $ 22,438,794 and $ 0 , respectively.

As of December

31, 2021 and 2020, respectively, there was no intrinsic value with regards to the outstanding options.

CONVERTIBLE PROMISSORY NOTES

As of December

31, 2021, the Company had no outstanding convertible promissory notes.

issued an unsecured convertible promissory note (the May 2014 Note”), in the amount of $ 500,000 on May 2, 2014.

The May Note matured

on September 18, 2019 and was extended to May 2, 2022 on December 26, 2019.

The May 2014 Note bears interest at 10 % per annum.

2014 Note is convertible into shares of the Company’s common stock at a conversion price of a) the lesser of $0.25 per share of

common stock (subject to adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%)

of the average three (3) lowest trading prices of three (3) separate trading days recorded after the effective date, or c) the lowest

effective price granted to any person or entity after the effective date to acquire common stock.

If the Borrower fails to deliver shares

in accordance with the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind

any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount

returned to the Principal Sum with the rescinded conversion shares returned to the Borrower.

In addition, for each conversion, in the

event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed

for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered.

The fair value of the

May 2014 Note has been determined by using the Binomial lattice formula from the effective date of each tranche.

During the year ended

December 31, 2021, the Company exchanged principal of $ 1,560 , plus accrued interest of $ 970 for preferred stock.

The May 2014 Note, as

of December 31, 2021, was fully converted.

issued various unsecured convertible promissory notes (the 2015-2018 Notes”) in the aggregate amount of $ 2,145,000 on various dates

of January 30, 2015 through February 9, 2018.

The 2015-2018 Notes mature on January 30, 2023 .

The 2015-2018 Notes bears interest at 10 %

The 2015-2018 Notes are convertible into shares of the Company’s common stock at conversion prices ranging from the a)

the lesser of $0.03 to $0.25 per share of common stock (subject to adjustment for stock splits, dividends, combinations and other similar

transactions) or b) fifty percent (50%) of the lowest trade price recorded since the original effective date, or c) the lowest effective

price per share granted to any person or entity after the effective date to acquire common stock.

If the Borrower fails to deliver shares

in accordance within the time frame of three (3) business days, the Lender, at any time prior to selling all of those shares, may rescind

any portion, in whole or in part of that particular conversion attributable to the unsold shares and have the rescinded conversion amount

returned to the Principal Sum with the rescinded conversion shares returned to the Borrower.

In addition, for each conversion, in the

event shares are not delivered by the fourth business day (inclusive of the day of conversion), a penalty of $1,500 per day shall be assessed

for each day after the third business day (inclusive of the day of the conversion) until the shares are delivered.

The fair value of the

2015-2018 Notes have been determined by using the Binomial lattice formula from the effective date of each tranche.

During the year ended

December 31, 2021, the Company exchanged the Note for Preferred Stock for principal in the amount of $ 1,960,500 , plus accrued interest

of $ 923,717 .

The 2015-2018 Notes, as of December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

issued various unsecured convertible promissory notes (the Feb 18 Note”) in the aggregate amount of $ 430,000 on various dates from

February 26, 2018 through December 22, 2018.

On January 13, 2021 and February 23, 2021, the Company received additional tranches in the

amount of $ 70,000 , associated with the Feb 2018 Note for a total aggregate of $ 500,000 .

The maturity date of the Feb 18 Note was extended,

and as a result matures on February 18, 2023 .

The Feb 18 Note bears interest at 10 % per annum.

The Feb 18 Note is convertible into shares

of the Company’s common stock at conversion prices ranging from the a) the lesser of $0.03 per share of common stock (subject to

adjustment for stock splits, dividends, combinations and other similar transactions) or b) fifty percent (50%) of the lowest trade price

recorded since the original effective date, or c) the lowest effective price per share granted to any person or entity after the effective

date to acquire common stock.

If the Borrower fails to deliver shares in accordance with-in the time frame of three (3) business days,

the Lender, at any time prior to selling all of those shares, may rescind any portion, in whole or in part of that particular conversion

attributable to the unsold shares and have the rescinded conversion amount returned to the Principal Sum with the rescinded conversion

shares returned to the Borrower.

In addition, for each conversion, in the event shares are not delivered by the fourth business day (inclusive

of the day of conversion), a penalty of $1,500 per day shall be assessed for each day after the third business day (inclusive of the day

of the conversion) until the shares are delivered.

The fair value of the Feb 18 Note was determined by using the Binomial lattice formula

from the effective date of each tranche.

The Company recorded amortization of debt discount, which was recognized as interest expense

in the amount of $ 126,134 during the year ended December 31, 2021.

During the year ended December 31 2021, the Company exchanged the Note

for Preferred Stock for principal in the amount of $ 500,000 , plus accrued interest of $ 98,566 .

The Feb 18 Note, as of December 31, 2021,

was fully converted.

issued an unsecured convertible promissory note on August 8, 2019 (the “August 2019 Note”), in the aggregate principal amount

of $ 53,500 .

The Company paid an original issue discount of $ 2,000 and received funds in the amount of $ 51,500 .

The August 2019 Note shall

mature on February 14, 2021 .

The August 2019 Note bears interest at 10 % per annum.

The August 2019 Note may be converted into shares of

the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid

price during the fifteen (15) trading days prior to the conversion date.

The parties agree that if shares of the common stock issuable

upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each

day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the August 2019 Note was considered

a derivative in accordance with current accounting guidelines because of the reset conversion features of the August 2019 Note.

value of the August 2019 Notes has been determined by using the Binomial lattice formula from the effective date of the notes.

issued 21,000,000 shares of common stock upon conversion of principal in the amount of $ 40,676 , plus other fees of $ 3,000 .

2019 Note was converted based on the terms of the agreement and the Company did not recognize a gain or loss on conversion in the financials.

During the year ended December 31, 2021, the Company issued 908,119 shares of common stock for principal in the amount of $ 12,824 , plus

accrued interest of $ 5,564 and other fees of $ 1,000 .

The August 2019 Note as of December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on February 13, 2020 (the “Feb 2020 Note”), in the aggregate principal amount

of $ 53,500 .

The Company paid an original issue discount of $ 2,000 and received funds in the amount of $ 51,500 .

The Feb 2020 Note matures

on February 13, 2021 .

The Feb 2020 Note bears interest at 10 % per annum.

The Feb 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Feb 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Feb 2020 Note.

The fair value of the Feb 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

During the period ended September 30,

2021, the Company issued 6,479,947 shares of common stock for principal in the amount of $ 53,500 , plus accrued interest of $ 8,018 .

Company recorded amortization of debt discount, which was recognized as interest expense in the amount of $ 6,578 during the year ended

December 31, 2021.

The Feb 2020 Note as of December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

issued an unsecured convertible promissory note on July 6, 2020 (the Jul 2020 Note), in the aggregate principal amount of $ 53,000 .

Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

The Jul 2020 Note matures on July 6, 2021 .

The Jul 2020 Note bears interest at 10 % per annum.

The Jul 2020 Note may be converted into shares of the Company’s common stock

at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading

days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion of these Notes are

not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the

Borrower fails to deliver such common stock.

The conversion feature of the Jul 2020 Note was considered a derivative in accordance with

current accounting guidelines because of the reset conversion features of the Jul 2020 Note.

The fair value of the Jul 2020 Note has been

determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization of debt discount,

which was recognized as interest expense in the amount of $ 27,153 during the year ended December 31, 2021.

The Company issued 4,062,044

shares of common stock upon conversion of principal in the amount of $ 53,000 , plus accrued interest of $ 2,650 .

The Jul 2020 Note as of

December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on August 4, 2020 (the Aug 2020 Note), in the aggregate principal amount of $ 53,000 .

Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

The August 4, 2020 Note matures on August

The Aug 2020 Note bears interest at 10 % per annum.

The Aug 2020 Note may be converted into shares of the Company’s common

stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen (15) trading

days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion of these Notes are

not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline that the

Borrower fails to deliver such common stock.

The conversion feature of the Aug 2020 Note was considered a derivative in accordance with

current accounting guidelines because of the reset conversion features of the Aug 2020 Note.

The fair value of the Aug 2020 Note has been

determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization of debt discount,

which was recognized as interest expense in the amount of $ 31,219 during the year ended December 31, 2021.

The Company issued 868,175

shares of common stock upon conversion of principal in the amount of $ 53,000 , plus accrued interest of $ 2,650 .

The Aug 2020 Note as of

December 31, 2021 was fully converted.

issued an unsecured convertible promissory note on August 17, 2020 (the “Aug 2020 Note”), in the aggregate principal amount

of $ 53,500 .

The Company paid an original issue discount of $ 2,000 and received funds in the amount of $ 51,500 .

The Aug 2020 Note matures

on August 17, 2021 .

The Aug 2020 Note bears interest at 10 % per annum.

The Aug 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest one (1) day trading price or lowest bid price during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if the shares of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Aug 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Aug 2020 Note.

The fair value of the Aug 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

During the period the Company issued 6,440,677

shares of common stock upon conversion of principal in the amount of $ 53,500 , plus accrued interest of $ 5,350 .

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $ 33,566 during the year ended December 31, 2021.

Note as of December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on September 14, 2020 (the Sep 2020 Note), in the aggregate principal amount of $ 53,000 .

The Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

The September 14, 2020 Note matures

on September 14, 2021 .

The Sep 2020 Note bears interest at 10 % per annum.

The Sep 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Sep 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Sep 2020 Note.

The fair value of the Sep 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization of debt

discount, which was recognized as interest expense in the amount of $ 37,318 during the year ended December 31, 2021.

The Company issued

2,100,000 shares of common stock upon conversion of principal in the amount of $ 53,000 , plus accrued interest of $ 2,650 .

Note as of December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

issued an unsecured convertible promissory note on November 2, 2020 (the Nov 2020 Note), in the aggregate principal amount of $ 53,000 .

The Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

The November 2, 2020 Note matures on

November 2, 2021 .

The Nov 2020 Note bears interest at 10 % per annum.

The Nov 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Nov 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Nov 2020 Note.

The fair value of the Nov 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization of debt

discount, which was recognized as interest expense in the amount of $ 44,433 during the year ended December 31, 2021.

The Note was paid

off in cash for principal and interest.

Company issued The Nov 2020 Note as of December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on December 2, 2020 (the Dec 2020 Note), in the aggregate principal amount of $ 53,000 .

The Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

The December 2, 2020 Note matures on

December 2, 2021 .

The Dec 2020 Note bears interest at 10 % per annum.

The Dec 2020 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Dec 2020 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Dec 2020 Note.

The fair value of the Dec 2020 Note

has been determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization of debt

discount, which was recognized as interest expense in the amount of $ 3,416 during the December 31, 2021.

The Note was paid off in cash

for principal and interest.

The Dec 2020 Note as of December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on January 4, 2021 (the Jan 4, 2021 Note), in the aggregate principal amount of $ 53,500 .

The Company paid an original issue discount of $ 3,000

and received funds in the amount of $ 50,000 .

The January 4, 2021 Note matures on March

The Jan 2021 Note bears interest at 10 %

Note may be converted into shares of the Company’s common stock at a conversion price of sixty-one (61%) percent of the lowest

average two (2) day closing bid prices during the fifteen (15) trading days prior to the conversion date.

The parties agree that if delivery

of the common stock issuable upon conversion of these Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000

per day in cash, for each day beyond the deadline that the Borrower fails to deliver such common stock.

The conversion feature of the

Jan 4 2021 Note was considered a derivative in accordance with current accounting guidelines because of the reset conversion features

of the Jan 4 2021 Note.

The fair value of the Jan 4 2021 Note has been determined by using the Binomial lattice formula from the effective

date of the notes.

The Company recorded amortization of debt discount, which was recognized as interest expense in the amount

during the year ended December 31, 2021.

The Note was paid off in cash for principal and interest.

The Jan 4, 2021 Note

as of December 31, 2021, was fully converted.

issued an unsecured convertible promissory note on January 14, 2021 (the Jan 14 2021 Note), in the aggregate principal amount of $ 53,500 .

The Company paid an original issue discount of $ 3,000 and received funds in the amount of $ 50,000 .

The Jan 14 2021 Note matures on January

The Jan 14 2021 Note bears interest at 10 % per annum.

The Jan 14 2021 Note may be converted into shares of the Company’s

common stock at a conversion price of sixty-one (61%) percent of the lowest average two (2) day closing bid prices during the fifteen

(15) trading days prior to the conversion date.

The parties agree that if delivery of the common stock issuable upon conversion of these

Notes are not delivered by the deadline, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the deadline

that the Borrower fails to deliver such common stock.

The conversion feature of the Jan 14 2021 Note was considered a derivative in accordance

with current accounting guidelines because of the reset conversion features of the Jan 14 2021 Note.

The fair value of the Jan 14 2021

Note has been determined by using the Binomial lattice formula from the effective date of the notes.

The Company recorded amortization

of debt discount, which was recognized as interest expense in the amount of $ 53,500 during the December 31, 2021.

The Note was paid off

in cash for principal and interest.

The Jan 14 2021 Note as of December 31, 2021, was fully converted.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

CONVERTIBLE PROMISSORY NOTES (Continued)

the year ended December 31, 2021, the Company exchanged convertible notes in the amount of $ 2,462,060 in principal, plus accrued interest

of $ 1,023,253 for 34,853 shares of Series C Preferred Shares.

the Company repaid convertible notes in the amount of $ 203,000

in principal, plus accrued interest of $ 52,780 .

of December 31, 2021, the Company had no outstanding convertible promissory notes.

the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the

convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate.

The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards

for equity classification.

The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation

into a host contract and derivative instrument.

The Company elected to initially and subsequently measure the note in its entirety at

fair value, with changes in fair value recognized in earnings.

The Company recorded a derivative liability representing the imputed interest

associated with the embedded derivative.

The derivative liability is adjusted periodically per the stock price fluctuations.

DERIVATIVE LIABILITIES

the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the

convertible promissory note was not afforded the exemption for conventional convertible instruments due to its variable conversion rate.

The note has no explicit limit on the number of shares issuable, so they did not meet the conditions set forth in current accounting standards

for equity classification.

The Company elected to recognize the note under paragraph 815-15-25-4, whereby, there would be a separation

into a host contract and derivative instrument.

The Company elected to initially and subsequently measure the note in its entirety at

fair value, with changes in fair value recognized in earnings.

The Company recorded a derivative liability representing the imputed interest

associated with the embedded derivative.

The derivative liability is adjusted periodically per the stock price fluctuations.

The convertible

notes issued and described in Note 5 do not have fixed settlement provisions because their conversion prices are not fixed.

The conversion

feature has been characterized as derivative liabilities to be re-measured at the end of every reporting period with the change in value

reported in the statement of operations.

the year ended December 31, 2021, as a result of the convertible notes (“Notes”) issued that were accounted for as derivative

liabilities, we determined that the fair value of the conversion feature of the convertible notes at issuance was $ 180,004 , based upon

a Binomial-Model calculation.

We recorded the full value of the derivative as a liability at issuance with an offset to valuation discount,

which will be amortized over the life of the Notes.

the ended December 31, 2021, the Company converted $ 184,124 in principal of convertible notes, plus accrued interest of $ 20,851 , and other

fees of $ 1,000 .

The convertible notes were valued using the binomial lattice valuation model showing an increase in fair value of the

derivatives issued by $ 638,936 and the loss on the change in derivatives by $ 29,966,084 .

As of December 31, 2021, all derivatives were

fully converted or paid off.

the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry-forward for Federal income tax reporting purposes

are subject to annual limitations.

Should a change in ownership occur, net operating loss carry-forward may be limited as to use in future

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

RELATED PARTY TRANSACTION

14, 2021, the Company issued 1,000

shares of Series B Preferred Stock to its CEO, David Lee.

As of September 30, 2021, there were no

Series B Preferred Stock outstanding.

The total purchase price is $ 0.10

shares of Series B Preferred Stock.

The Series B Preferred stock was returned and expired on January

As of December 31, 2021, there were no

shares of Series B outstanding.

14, 2021, the Company issued 1,000

shares of Series D Preferred Stock to its CEO, David Lee.

The total purchase price is $ 0.10

shares of Series D Preferred Stock.

The Series D Preferred stock was returned and expired on May

As of December 31, 2021, there were no

shares of Series D outstanding.

SECURITIES PURCHASE AGREEMENT

27, 2021, the Company entered into a securities purchase agreement with an investor to sell, through a private placement, an aggregate

of 52,000,000 shares of common stock, pre-funded warrants to purchase up to 31,333,334 shares of common stock, and warrants to purchase

up to 83,333,334 at an exercise price of $ 0.06 per share.

In addition, the combined purchase price of $0.06 per one (1) share of common

stock and associated warrant had a purchase price of $0.0599 per one (1) pre-funded and associated warrant for aggregate gross proceeds

of $ 4,996,866 ( 50,000,000 assuming full exercise of the pre-funded warrants) for gross proceeds to the Company of approximately $ 5,000,000 .

After closing cost, the Company received net funds of $ 4,406,217 , plus pre-funded proceeds of $ 3,133 for total cash received of $ 4,409,350 .

In connection

with the closing, the Company issued an additional 6,250,000 shares of warrants to purchase common stock with an exercise price of $ 0.075

which will expire on July 27, 2026 .

4, 2021, the Company entered into a securities purchase agreement with an investor to sell, through a direct registered offering, an aggregate

of 65,000,000 shares of common stock, pre-funded warrants to purchase up to 60,000,000 shares of common stock, and warrants to purchase

up to 125,000,000 at an exercise price of $ 0.04 per shares.

In addition, the combined purchase price of $0.04 per one (1) share of common

stock and associated warrant had a purchase price of $0.0399 per one (1) pre-funded and associated warrant for aggregate gross proceeds

of $ 4,994,000 ( 50,000,000 assuming full exercise of the pre-funded warrants) for gross proceeds to the Company of approximately $ 5,000,000 .

After closing cost, the Company received net funds of $ 4,369,350 , plus pre-funded proceeds of $ 6,000 for total cash received of $ 4,375,350 .

In connection

with the closing, the Company issued an additional 9,375,000 shares of warrants to purchase common stock with an exercise price of $ 0.05

and a termination date of April 4, 2026 .

SCHEDULE OF WARRANTS ACITIVITY

Weighted average

exercise price

stock-based compensation expense recognized in the statement of operations during the year ended December 31, 2022 related to these options

was $ 10,269,548 .

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

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 .

the years ended December 31, 2022 and 2021, the outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

Outstanding as of the beginning of the periods

1 unchanged sentence

Exercisable as of the end of the periods

average remaining contractual life of the warrants outstanding as of December 31, 2021 was as follows:

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

STOCK OPTIONS AND WARRANTS (Continued)

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

SCHEDULE OF WARRANTS OUTSTANDING

Remaining Contractual

On April 7, 2021, the Company issued 125,000,000

warrants as an incentive, with an exercise price of $ 0.04 per share, and were valued at fair value of $ 5,983,504 using Black-Scholes.

The warrants were deemed to be a dividend and were recognized in the financial statements.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

Exercisable Price

Stock Warrants

Weighted Average Remaining

Contractual Life (years)

the period, the Company recognized warrant compensation at fair value in the amount $ 116,102 .

COMMITMENTS AND CONTINGENCIES

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

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

the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising.

3 unchanged sentences

matters will not have a material adverse effect on the Company’s financial position or results of operations.

As of December

31, 2021, there were no legal proceedings against the Company.

22, 2017, the U.S.

March 15, 2022, the Company entered into an advisor agreement for services regarding 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, as well as cash compensation

of $ 5,000 per month for the services provided.

of December 31, 2022, there were no legal proceedings against the Company.

December 22, 2017, the U.S.

enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S.

The Act lowered

the Company’s U.S.

Act lowered the Company’s U.S.

statutory federal income tax rate from 35 % to 21 % effective January 1, 2018.

files income tax returns in the U.S.

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.

With few exceptions, the Company is no

longer subject to U.S.

federal, state and local, or non-U.S.

3 unchanged sentences

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.

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.

Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating

During the year ended December 31, 2022, the Company did not recognize interest and penalties.

As of December

31, 2021, the Company had net operating loss carry forwards of approximately $ 11,911,000 that may be offset against future taxable income.

No tax benefit has been reported in the December 31, 2021 financial statements since the potential tax benefit is offset by a valuation

allowance of the same amount.

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, 2021 and 2020 due to the following:

of December 31, 2022, the Company had net operating loss carry forwards of approximately $ 13,521,000 that may be offset against future

taxable income.

No tax benefit has been reported in the December 31, 2022 financial statements since the potential tax benefit is offset

by a valuation allowance of the same amount.

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 and 2021 due to the following:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE

Book Income (Loss)

( 2,537,960 )

Non-deductible expenses

( 9,153,124 )

Valuation Allowance

7 unchanged sentences

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

(FORMERLY BIOSOLAR,

NOTES TO FINANCIAL

STATEMENTS – AUDITED

FOR THE YEARS

ENDED DECEMBER 31, 2021 AND 2020

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

2 unchanged sentences

NOL carryover

( 2,839,510 )

( 2,501,390 )

Deferred tax liabilities:

1 unchanged sentence

Net deferred tax asset

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

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.

SUBSEQUENT EVENT

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has reported the following subsequent events:

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants for $ 1,000 , with an exercise price of $ 0.0255 per share subject

to adjustment.

The initial exercise date is March 1, 2024 , with a termination date of March 1, 2029 .

March 15, 2022, the Company granted 5,000,000 nonqualified stock options to a contractor, with an exercise price of $ 0.0223 per share.

The Option shall vest at 138,888 per month over a thirty-six (36) month period from the grant date.

grant of the Option is made in consideration of the services to be rendered by the Optionee to the Company pursuant to an advisor agreement,

or subsequent consecutive engagement by the Company as an employee, director, or consultant.

The option granted under the advisor agreement

expires ten ( 10 ) years from the date of grant, unless sooner.

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures