What changed in this filing

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Item 9A. Controls and Procedures

2024-03-20 compared with 2023-03-10 · 411 added, 331 removed, 499 unchanged (60% of the section changed)

5 unchanged sentences

78a et seq.) is recorded, processed, summarized and reported, within

the time periods specified in the Commission’s rules and forms.

the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures include, without limitation,

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have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

DISCLOSURE REGARDING FOREIGN

JURSIDICTIONS THAT PREVENT INSPECTIONS.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

Executive Officer, Acting Chief Financial Officer and Director

President and Acting Chief Financial Officer

Executive 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,

are as follows:

Lee - Chief Executive Officer and Acting Chief Financial Officer and Director of the Company since inception (April 24, 2006).

Lee has over 30 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication

Lee - Chairman of the Board, President and Acting Chief Financial Officer of the Company since inception (April 24, 2006).

has over 35 years of engineering, marketing, sales, and corporate management experience in the areas of military and consumer communication

systems, automotive electronics, software development and consulting.

12 unchanged sentences

technology, marketing, and executive management.

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

Hill – Chief Executive Officer of the Company since June 15, 2023 and Vice President and a Director of the Company since March

Hill is an accomplished sales executive with over 20 years of experience in the biopharmaceutical industry and over 6 years

of experience in the real estate industry.

From March 2022 to February 2023, Mr.

Hill served as a sales associate for Alemann and Associates

Realty in Santa Barbara, CA.

From October 2016 to February 2023, he served as a managing member of Hill Investments, LLC, a real estate

investment and design group during which time Mr.

Hill consulted on property development and managed real estate investments.

From December

2015 to October 2021, he served as a regional account manager for Relypsa Inc, a biopharmaceutical start-up in Redwood City, CA.

Hill’s experience in the pharmaceutical 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.

Hill received a Master of Business Administration degree

from IE Business School, a Bachelor of Science in Technology Management degree from Utah Valley University and an Associate of Science

in Aviation Science degree from Utah Valley University.

Board of Directors has concluded that Mr.

Hall is qualified to serve as a director of the Company because of his diverse experience in

Hill is qualified to serve as a director of the Company because of his diverse experience in

technology, marketing, and executive management.

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Any such waivers will be promptly disclosed

to our shareholders.

to our stockholders.

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

5 unchanged sentences

type of business, securities or banking activities;

by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law.

by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a

federal or state securities or commodities law.

subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently

12 unchanged sentences

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 to combine these roles.

have traditionally determined that it is in the best interests of the Company and its stockholders to combine these roles.

small size and early stage of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer

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

The Board of Directors held nine (9) meetings

The Board of Directors held seven (7) meetings

in 2023 including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this Annual Report.

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Incentive Plan

- CEO and Acting CFO

1,129,051 (1)

Spencer Hall – COO(3)

- President and Acting CFO

8,764,249 (1)

22,491,570 (1)

Steven Hill (4)

Vice President

Spencer Hall – COO(5)

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

6 unchanged sentences

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 $28,686,000 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.

prices of $0.021 - $0.091, with a cumulative fair value of $32,384,870 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 March 20, 2023,

the options had a six (6) month cliff, plus a thirty (30) month vesting period options shall become exercisable during the term of

the Optionee’s employment.

Hall was granted options to purchase 50,000,000 shares of common stock at an exercise price

of $0.0137, with a fair value of $160,400 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

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.

was granted options to purchase 50,000,000 shares of common stock at various exercise prices, with a fair value of $2,796,269 calculated

using the Black Scholes method.

As of June 30, 2023, all stock options were cancelled.

Lee resigned as chief executive officer on June 15, 2023.

Hill was appointed as Chief Executive Officer on June 15, 2023 and Vice President in March 20, 2023.

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.

March 11, 2023, the Company and Mr.

Hill entered into an employment offer letter (the “Employment Offer Agreement”).

to the terms of the Employment Offer Agreement, Mr.

Hill is entitled to an annual base salary of $250,000.

Hill will also receive

50,000,000 stock options, each to vest over a three-year period and subject to a six-month cliff.

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.

Company currently has no employment agreement with Mr.

Benefit Plans

10 unchanged sentences

owned by them.

person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 1, 2023, 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 1, 2023 have been exercised and converted.

Unless otherwise indicated, the address of each of the following

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

person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 11, 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 15, 2024 have been exercised and converted.

Unless otherwise indicated, the address of each of the following beneficial

owner is c/o NewHydrogen, Inc., 27936 Lost Canyon Road, Suite 202, Santa Clarita, CA 91387.

of Beneficial Owner

of Shares of Common Stock

Beneficially Owned

Percentage of

Common Stock Beneficially Owned(1)

David Lee (2)

Spencer Hall (3)

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

Steven Hill (3)

All Executive Officers and Directors as

a Group (2 individuals)

upon 704,599,512 shares of common stock outstanding as of March 15, 2024.

1 unchanged sentence

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.

18,055,553 shares of common stock underlying options that are fully vested and that will vest within 60 days of the date of this

Authorized for Issuance Under Equity Compensation Plan

3 unchanged sentences

available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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 were entered into during the last two fiscal years.

than compensation arrangements, there were no material related party transactions which were entered into during the last two fiscal

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

ACCOUNTING FEES AND SERVICES.

ACCOUNTANT FEES AND SERVICES.

following table shows that fees that were billed to the Company by our independent registered public accounting firm for professional

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AND FINANCIAL STATEMENT SCHEDULES.

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)

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)

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)

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)

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)

Bylaws of BioSolar, Inc.

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)

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)

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)

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)

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)

of BioSolar, Inc.

(Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the SEC on November

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)

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)

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)

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)

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)

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)

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)

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)

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)

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 (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 ).

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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).

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).

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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

of Third Amendment to the Sponsored Research Agreement (Filed as an exhibit to the Company’s

current report on Form 8-K filed with the SEC on November 1, 2022)

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)

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)

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)

Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).

Certification by Chief Executive Officer and Acting Chief Financial Officer pursuant to 18 U.S.C.

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

Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).

Certification by Acting Chief Financial Officer pursuant to Sarbanes-Oxley Section 302 (filed herewith).

Certification by Chief Executive Officer pursuant to 18 U.S.C.

Section 1350 (filed herewith).

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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,

thereunto duly authorized, in the City of Los Angeles, State of California, on March 10, 2023.

Certification by Acting Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 (filed herewith).

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XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

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10-K SUMMARY.

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 20,

EXECUTIVE OFFICER

(PRINCIPAL EXECUTIVE OFFICER) AND

CHIEF FINANCIAL OFFICER

(ACTING PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities

and on the date indicated:

EXECUTIVE OFFICER)

EXECUTIVE OFFICER), ACTING CHIEF FINANCIAL OFFICER

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

PRESIDENT AND

CHIEF FINANCIAL OFFICER

ACCOUNTING AND

FINANCIAL OFFICER) AND

CHAIRMAN OF THE BOARD

FINANCIAL OFFICER)

/s/ STEVEN HILL

Chief Executive Officer and Director

(PRINCIPAL EXECUTIVE OFFICER)

TO FINANCIAL STATEMENTS

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M&K CPAS, PLLC

We have served as the Company’s auditor since

March 10, 2023

December 31, 2022

December 31, 2021

have served as the Company’s auditor since 2019

Woodlands, TX

CURRENT ASSETS

Prepaid expenses

TOTAL CURRENT ASSETS

CURRENT ASSETS

PROPERTY AND EQUIPMENT

Machinery and equipment

Less accumulated depreciation

NET PROPERTY AND EQUIPMENT

Patents, net of amortization of $ 21,157 and $ 18,134 , respectively

TOTAL OTHER ASSETS

LIABILITIES AND SHAREHOLDERS’ DEFICIT

accumulated depreciation

PROPERTY AND EQUIPMENT

Patents, net of amortization

of $ 24,179 and $ 21,157 , respectively

LIABILITIES AND SHAREHOLDERS’

CURRENT LIABILITIES

Accounts payable

TOTAL CURRENT LIABILITIES

payable and other payable

CURRENT LIABILITIES

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

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 par value;

Preferred stock, $ 0.0001

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

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

Common stock, $ 0.0001 par

3,000,000,000 authorized shares 704,599,512 and 715,496,051 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 176,132,585 )

( 172,955,053 )

TOTAL SHAREHOLDERS’ EQUITY

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

December 31, 2022

December 31, 2021

December 31, 2022

December 31, 2021

the Years Ended

OPERATING EXPENSES

General and administrative expenses

administrative expenses

Research and development

Depreciation and amortization

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

and amortization

OPERATING EXPENSES

FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

( 3,179,250 )

1 unchanged sentence

OTHER INCOME/(EXPENSES)

Interest income

Gain on settlement of debt and derivatives

Gain (Loss) on change in derivative liability

( 29,966,084 )

Interest expense

TOTAL OTHER INCOME (EXPENSES)

NET INCOME (LOSS)

OTHER INCOME (EXPENSES)

INCOME (LOSS)

$ ( 3,177,532 )

BASIC EARNINGS (LOSS) PER SHARE

DILUTED EARNING (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

$ ( 12,085,528 )

AND DILUTED EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON

SHARES OUTSTANDING

OF SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

YEARS ENDED DECEMBER 31, 2022 AND 2021

Preferred Stock

ENDED DECEMBER 31,2023 AND 2022

Balance at December 31, 2021

1 unchanged sentence

( 160,869,525 )

Issuance of common shares for cash

Issuance of common shares for converted promissory notes and accrued interest

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 Series C Preferred stock

Stock compensation cost

Issuance of common stock warrants deemed dividends

Issuance of common stock warrants for cash

Stock and warrant compensation cost

( 28,010,062 )

Balance at March 31, 2022

( 188,879,587 )

( 22,427,266 )

Stock and warrant compensation cost

Balance at June 30, 2022

( 167,131,247 )

Common stock returned to the Company by unregistered

( 10,369,205 )

Stock and warrant compensation cost

( 2,824,625 )

Balance at September 30, 2022

( 169,955,872 )

Stock and warrant compensation cost

( 2,999,181 )

Balance at December 31, 2022

( 172,955,053 )

Issuance of common stock warrants for cash

Stock and warrant compensation cost

Common stock returned to the Company by Unregistered dealer

( 1,631,500 )

Balance at March 31, 2023

( 174,586,553 )

Stock and warrant compensation cost

Balance at June 30, 2023

( 175,248,171 )

Stock and warrant compensation cost

Balance at September 30, 2023

( 175,688,814 )

Common stock surrendered and cancelled

Stock and warrant compensation cost

Balance at December

1 unchanged sentence

$ ( 176,132,585 )

$ 176,279,264

$ ( 176,132,585 )

OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

December 31, 2022

December 31, 2021

December 31, 2022

December 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)

CASH FLOWS FROM OPERATING

$ ( 3,177,532 )

Adjustment to reconcile net income(loss) to net cash

(used in) provided by operating activities

Depreciation and amortization expense

Common stock issued for services

Stock compensation expense

(Gain) Loss on net change in derivative liability

Amortization of debt discount recognized as interest expense

Gain on settlement of debt and derivative

$ ( 12,085,528 )

(Increase) Decrease in Changes in Assets

Adjustment to reconcile

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

Depreciation and amortization

Stock compensation expense

(Increase) Decrease in

Changes in Assets

Prepaid expenses

Increase (Decrease) in Changes in Liabilities

Accounts payable

Accrued expenses

NET CASH USED IN OPERATING ACTIVITIES

Increase (Decrease) in

Changes in Liabilities

CASH USED IN OPERATING ACTIVITIES

( 1,156,256 )

( 1,812,013 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM FINANCING ACTIVITIES:

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

CASH FLOWS FROM INVESTING

CASH FLOWS FROM FINANCING

stock purchase warrants for cash

CASH PROVIDED BY FINANCING ACTIVITIES

NET INCREASE IN CASH

( 1,156,256 )

CASH, BEGINNING OF YEAR

CASH, END OF YEAR

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Interest paid

SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS

Common stock issued for convertible notes and accrued interest

Fair value of initial derivative

Fair value of convertible notes exchanged for preferred stock

Issurance of common stock warrants deemed dividends

( 1,811,013 )

CASH, BEGINNING OF

CASH, END OF PERIOD

SUPPLEMENTAL DISCLOSURES

OF CASH FLOW INFORMATION

SUPPLEMENTAL SCHEDULE OF

NON-CASH TRANSACTIONS

Return of common shares

stock surrendered and returned to authorized and unissued shares

TO FINANCIAL STATEMENTS – AUDITED

1 unchanged sentence

Basis of Presentation

OF PRESENTATION

(the “Company”) was incorporated in the state of Nevada on April 24, 2006.

2 unchanged sentences

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.,

Our current focus is on developing a green hydrogen production technology that uses water

and heat rather than electricity to produce the world’s cheapest green hydrogen.

Concern Substantial Doubt Alleviated

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 .

of the year ended December 31, 2023, the Company had a loss of $ 3,177,532 , which consisted of a non-cash amount of $ 2,007,180 for a net

cash loss of $ 1,170,352 .

As of December 31, 2023, its accumulated deficit was $ 176,132,585 .

4 unchanged sentences

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.

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.

Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement

22 unchanged sentences

Actual results could differ from those estimates.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Equipment

3 unchanged sentences

Machinery and equipment

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)

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

Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering

13 unchanged sentences

is re-measured each period.

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 .

10 unchanged sentences

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.

March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price

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.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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 .

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 %

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.

April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of

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.

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.

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.

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

The grant of the options was made in consideration of the services rendered and to be rendered by the employees to the

The 100,000,000

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 %

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.

options vest and are exercisable in four (4) separate tranches based on performance as follows:

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;

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

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 .

the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life

4 unchanged sentences

The stock options terminate seven

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

(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.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Development

2 unchanged sentences

December 31, 2023 and 2022, respectively.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings (Loss) per Share Calculations

5 unchanged sentences

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,

the years ended December 31, 2023, the Company has not included shares issuable from 560,000,000 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.

the years 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.

SCHEDULE OF NET EARNINGS PER SHARE

For the Years Ended

Income (Loss) to common shareholders (Numerator)

For the Years

Income (Loss)

to common shareholders (Numerator)

$ ( 3,177,532 )

Basic weighted average number of common shares outstanding (Denominator)

Diluted weighted average number of common shares outstanding (Denominator)

$ ( 12,085,528 )

Basic weighted average number of common

shares outstanding (Denominator)

Diluted weighted average number of common

shares outstanding (Denominator)

Value of Financial Instruments

10 unchanged sentences

These tiers include:

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

8 unchanged sentences

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

Stock December 31, 2022

Stock December 31, 2023 and 2022

of December 31, 2023, the Company had a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 ,

1 unchanged sentence

of common stock of the Company .

The holder of the Series C preferred stock is entitled to receive dividends pari passu with the holders

The holder of the Series C preferred 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 .

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.

Stock December 31, 2023

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

Per Valuation

Preferred shares issued

Stated value of debt and interest

Calculated fair value of preferred shares

Fair value of derivative liability removed

$ ( 178,736,187 )

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.

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.

the years ended December 31, 2023, the Company did not issue any common stocks.

September 18, 2023, the Corporation entered into an agreement with certain shareholders who agreed to surrender for cancellation, an

aggregate of 527,334 shares of common stock of the Corporation (the “Surrendered Shares”) which they own.

The Surrendered

Shares were cancelled and returned to the status of authorized and unissued shares of common stock of the Corporation on October 25,

Stock December 31, 2022

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 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 .

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 .

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

Outstanding as of the beginning of the periods

average exercise price

Outstanding as of the beginning

of the periods

Expired/Cancelled

( 50,000,000 )

Outstanding as of the end of the periods

Exercisable as of the end of the periods

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

( 465,950,000 )

Outstanding as of the

end of the periods

Exercisable as of the

end of the periods

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

OPTIONS AND WARRANTS (Continued)

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

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

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 .

Options Outstanding

Options Exercisable

Average Remaining Contractual Life (years)

Options Outstanding

Options Exercisable

Average Remaining Contractual Life (years)

stock-based compensation expense recognized in the statement of operations during the years ended December 31, 2023 and 2022, were $ 2,007,180

and $ 10,269,548 , respectively.

of December 31, 2023, 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:

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 .

of December 31, 2023 and 2022, the outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

Outstanding as of the beginning of the periods

Outstanding as of the end of the periods

Exercisable as of the end of the periods

average exercise price

Outstanding as of the beginning

of the periods

Outstanding as of the

end of the periods

Exercisable as of the

end of the periods

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

STOCK OPTIONS AND WARRANTS (Continued)

OPTIONS AND WARRANTS (Continued)

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

SCHEDULE OF WARRANTS OUTSTANDING

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 .

Warrants Outstanding

Warrants Exercisable

Average Remaining

was no warrant compensation recognized as of December 31, 2023.

COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

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

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.

May 30, 2023, the Company amended the agreement dated March 15, 2022 entered into with a consultant regarding an advisory agreement for

services of various aspects of the Company’s business, including but not limited to technology, business development, and product

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.

In lieu of a fixed monthly cash compensation of $ 5,000 , the Company will provide the Advisor with

a cash compensation based on an hourly rate of $ 200 for the services 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.

August 1, 2023, the Company entered into an agreement with the Regents of the University of California, to perform research that would

benefit both the University and the Sponsor (NewHydrogen, Inc.) and is consistent with the research and educational objectives of the

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 .

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

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2023 AND 2022

December 22, 2017, the U.S.

26 unchanged sentences

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.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2022 AND 2021

deferred tax assets consist of the following components as of December 31, 2023 and 2022:

OF NET DEFERRED TAX ASSETS

SCHEDULE OF NET DEFERRED TAX ASSETS

Deferred tax assets:

12 unchanged sentences

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