NewHydrogen, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS NEWHYDROGEN, INC. CONDENSED BALANCE SHEETS Nine Months Ended Year Ended September 30, 2025 December 31, 2024 (Unaudited) ASSETS CURRENT ASSETS Cash $ 1,306,271 $ 2,104,521 Prepaid expenses, other 19,176 5,761 TOTAL CURRENT ASSETS 1,325,447 2,110,282 PROPERTY AND EQUIPMENT Machinery and equipment 37,225 37,225 Less accumulated depreciation ( 36,922 ) ( 36,727 ) NET PROPERTY AND EQUIPMENT 303 498 OTHER ASSETS Patents, net of amortization of $ 29,468 and $ 24,935 respectively 15,868 18,135 Deposit 770 770 TOTAL OTHER ASSETS 16,638 18,905 TOTAL ASSETS $ 1,342,388 $ 2,129,685 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES Accounts payable and other payable $ 7,285 $ 7,975 TOTAL CURRENT LIABILITIES 7,285 7,975 COMMITMENTS AND CONTINGENCIES (See Note 9) - - Series C Convertible Preferred Stock, 34,461 and 34,853 shares outstanding, respectively, redeemable value of $ 3,446,113 and $ 3,485,313 , respectively 3,446,113 3,485,313 SHAREHOLDERS’ EQUITY (DEFICIT) Preferred stock, $ 0.0001 par value; 10,000,000 authorized shares - - Common stock, $ 0.0001 par value; 3,000,000,000 authorized shares 730,648,728 and 704,599,512 shares issued and outstanding, respectively 73,065 70,460 Additional paid in capital 177,340,366 176,508,484 Accumulated deficit ( 179,524,441 ) ( 177,942,547 ) TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) ( 2,111,010 ) ( 1,363,603 ) TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,342,388 $ 2,129,685 The accompanying notes are an integral part of these unaudited condensed financial statements. 1 NEWHYDROGEN, INC. Condensed Statements of Operations (Unaudited) Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 REVENUE $ - $ - $ - $ - OPERATING EXPENSES Selling and marketing expenses 95,463 83,539 296,034 228,739 General and administrative expenses 281,248 267,794 929,754 851,738 Research and development 104,689 90,142 354,074 268,021 Depreciation and amortization 821 1,027 2,462 3,080 TOTAL OPERATING EXPENSES 482,221 442,502 1,582,324 1,351,578 LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES) ( 482,221 ) ( 442,502 ) ( 1,582,324 ) ( 1,351,578 ) OTHER INCOME/(EXPENSES) Interest income 125 3,761 430 4,395 TOTAL OTHER INCOME (EXPENSES) 125 3,761 430 4,395 NET INCOME (LOSS) $ ( 482,096 ) $ ( 438,741 ) $ ( 1,581,894 ) $ ( 1,347,183 ) BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) $ ( 0.00 ) WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED 719,777,338 704,599,512 709,888,042 704,599,512 The accompanying notes are an integral part of these unaudited condensed financial statements. 2 NEWHYDROGEN, INC. Condensed Statement of Shareholders’ Deficit NINE MONTHS ENDED SEPTEMBER 30, 2025 Additional Preferred Stock Common Stock Paid-in Accumulated Mezzanine Shares Amount Shares Amount Capital Deficit Total Balance at December 31, 2024 $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,508,484 $ ( 177,942,547 ) $ ( 1,363,603 ) Stock compensation cost - - - - - 55,376 - 55,376 Adjustment to mezzanine ( 39,200 ) - - - - - - - Net Loss - - - - - - ( 476,094 ) ( 476,094 ) Balance at March 31, 2025 (unaudited) 3,446,113 - - 704,599,512 70,460 176,563,860 ( 178,418,641 ) ( 1,784,321 ) Issuance of common shares for commitment fees - - - 803,536 80 29,920 - 30,000 Reclass adjustment to mezzanine - - - - - 39,200 - 39,200 Stock compensation cost - - - - - 61,151 - 61,151 Net Loss - - - - - - ( 623,704 ) ( 623,704 ) Balance at June 30, 2025 (unaudited) 3,446,113 - - 705,403,048 70,540 176,694,131 ( 179,042,345 ) ( 2,277,674 ) Issuance of common stock through equity financing - - - 25,245,680 2,525 582,920 - 585,445 Stock compensation cost - - - - - 63,315 - 63,315 Net Loss - - - - - - ( 482,096 ) ( 482,096 ) Balance at September 30, 2025 (unaudited) $ 3,446,113 - $ - 730,648,728 $ 73,065 $ 177,340,366 $ ( 179,524,441 ) $ ( 2,111,010 ) NINE MONTHS ENDED SEPTEMBER 30, 2024 Additional Preferred Stock Common Stock Paid-in Accumulated Mezzanine Shares Amount Shares Amount Capital Deficit Total Balance at December 31, 2023 $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,279,264 $ ( 176,132,585 ) $ 217,139 Stock and warrant compensation cost - - - - - 76,287 - 76,287 Net Loss - - - - - - ( 471,004 ) ( 471,004 ) Balance at March 31, 2024 (unaudited) 3,485,313 - - 704,599,512 70,460 176,355,551 ( 176,603,589 ) ( 177,578 ) Stock and warrant compensation cost - - - - - 43,043 - 43,043 Net Loss - - - - - - ( 437,438 ) ( 437,438 ) Balance at June 30, 2024 (unaudited) 3,485,313 - - 704,599,512 70,460 176,398,594 ( 177,041,027 ) ( 571,973 ) Balance 3,485,313 - - 704,599,512 70,460 176,398,594 ( 177,041,027 ) ( 571,973 ) Stock and warrant compensation cost - - - - - 54,945 - 54,945 Net Loss - - - - - - ( 438,741 ) $ ( 438,741 ) Balance at September 30, 2024 (unaudited) $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,453,539 $ ( 177,479,768 ) $ ( 955,769 ) Balance $ 3,485,313 - $ - 704,599,512 $ 70,460 $ 176,453,539 $ ( 177,479,768 ) $ ( 955,769 ) The accompanying notes are an integral part of these unaudited condensed financial statements. 3 NEWHYDROGEN, INC. Condensed Statements of Cash Flows (Unaudited) Nine Months Ended September 30, 2025 September 30, 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income (Loss) $ ( 1,581,894 ) $ ( 1,347,183 ) Adjustment to reconcile net income (loss) to net cash (used in) provided by operating activities Depreciation and amortization expense 2,462 3,080 Non-cash stock compensation expense 179,842 174,275 (Increase) Decrease in Changes in Assets Prepaid expenses ( 13,415 ) ( 13,143 ) Increase (Decrease) in Changes in Liabilities Accounts payable ( 690 ) ( 6,174 ) NET CASH USED IN OPERATING ACTIVITIES ( 1,413,695 ) ( 1,189,145 ) NET CASH FLOWS FROM INVESTING ACTIVITIES - - CASH PROVIDED BY FINANCING ACTIVITIES Common shares issued through an equity financing agreement 615,445 - NET CASH PROVIDED BY FINANCING ACTIVITIES 615,445 - NET DECREASE IN CASH ( 798,250 ) ( 1,189,145 ) CASH, BEGINNING OF PERIOD $ 2,104,521 $ 3,678,441 CASH, END OF PERIOD $ 1,306,271 $ 2,489,296 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Interest paid $ - $ - Taxes paid $ - $ - SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION Adjustment to mezzanine $ 39,200 $ - Issuance of common shares for commitment fees $ 30,000 $ - Equity commitment fees $ 30,000 The accompanying notes are an integral part of these unaudited condensed financial statements. 4 NEWHYDROGEN, INC. CONDENSED NOTES TO FINANCIAL STATEMENTS – UNAUDITED FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 1. Basis of Presentation BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for December 31, 2024. Going Concern The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, achieving a level of profitable operations and receiving additional cash infusions. During the nine months ended September 30, 2025, the Company obtained funds from the issuance of common shares through our equity financing agreement with GHS Investments, LLC (“GHS”) . Management believes that it will continue to receive funding from its’ current investors and from new investors. Management believes the existing shareholders, and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its core business operations. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing. As of the nine months ended September 30, 2025, the Company had a loss of $ 1,581,894 , which consisted of a non-cash amount of $ 179,842 for a net cash loss of $ 1,402,052 . As of September 30, 2025, its accumulated deficit was $ 179,524,441 . The Company has working capital to cover its’ operating expenses for the next nine months. Management believes the Company’s present cash flows will enable it to meet its obligations for nine months from the date of these financial statements. Management will continue to assess its operational needs and seek additional financing as needed to fund its operations. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The condensed unaudited financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Revenue Recognition The Company will recognize revenue when services are performed, and at the time of shipment of products, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable, and collection of the related receivable is reasonably assured. The Company adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are satisfied, and customers obtain control of goods or services. However, in the event of a loss on a sale is foreseen, the Company will recognize the loss as it is determined. To date, the Company has not had significant revenues and is in the development stage. 5 Cash and Cash Equivalent The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of September 30, 2025, the cash balance in excess of the FDIC limits was $ 1,056,271 . The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements. Significant estimates made in preparing these financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative liabilities and the fair value of stock options. Actual results could differ from those estimates. Property and Equipment Property and equipment are stated at cost, and are depreciated using straight line over its estimated useful lives: SCHEDULE OF PROPERTY AND EQUIPMENT Computer equipment 5 Years Machinery and equipment 10 Years Depreciation expense for the nine months ended September 30, 2025 and 2024, were $ 195 and $ 813 , respectively. Intangible Assets The Company has patent applications to protect the inventions and processes behind its proprietary bio-based back-sheet, a protective covering for the back of photovoltaic solar modules traditionally made from petroleum-based film. Intangible assets that have finite useful lives continue to be amortized over their useful lives (See Note 6). SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES Useful Lives 9/30/2025 9/30/2024 Patents 15 years $ 45,336 $ 45,336 Less accumulated amortization ( 29,468 ) ( 26,446 ) Intangible assets $ 15,868 $ 18,890 Amortization expense for the nine months ended September 30, 2025 and 2024, was $ 2,267 and $ 2,267 , respectively. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an equity award based on the grant-date fair value of the award. All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period). Compensation expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for awards granted is re-measured each period. 6 On February 18, 2021, the Company granted 450,000,000 stock options to its employees for services at an exercise price of $ 0.091 . On September 29, 2021, the Company amended the exercise price to $ 0.028 per share. The options expire, and all rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination of employment. Half of the 400,000,000 options vested immediately upon grant , and the remaining half of the option to purchase 200,000,000 shares of the Company’s common stock shall become exercisable in equal amounts over a twenty-four ( 24 ) month period during the term of the optionee’s employment, with the first installment of 8,333,333 shares vesting on March 18, 2021. The 50,000,000 options are exercisable in equal amounts over a thirty-six ( 36 ) month period during the term of the optionee’s employment, with the first installment of 1,388,889 shares, vesting on March 18, 2021. On April 12, 2022, the Company cancelled the 450,000,000 stock options dated February 18, 2021, and concurrently granted 450,000,000 new options to its’ employees for services on April 12, 2022 (see below). On March 1, 2022, the Company issued 5,000,000 common stock purchase warrants through a securities purchase agreement for a purchase price of $ 1,000 . The initial exercise date of the warrant is March 1, 2024, at an exercise price of $ 0.0255 per share, with a termination date of March 1, 2029. As of September 30, 2025, no warrants were exercised. On March 15, 2022, the Company granted 5,000,000 stock options to a consultant for advisory services. The options vest at a rate of 138,889 options per month for a thirty-six ( 36 ) month period during the term of the optionee’s consultancy with the Company. As of September 30, 2025, the 5,000,000 stock options vested on March 12, 2025, with an expiration date of March 15, 2032. On April 12, 2022, the Company granted an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of $ 0.021 . The options expire, and all rights to purchase the shares of common stock 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 September 30, 2025, the remaining 400,000,000 stock options have vested. On March 20, 2023, the Company granted 50,000,000 stock options, to purchase shares of the Company’s common stock at an exercise price of $ 0.0137 per share. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan. 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 fully vested. The unvested portion of the option will not be exercisable on or after the termination of continuous service. As of September 30, 2025, there were 36,057,287 options vested, with a remaining 13,942,713 options to vest. The options expire on March 19, 2030. On May 9, 2023, the Company granted 5,000,000 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 September 30, 2025, there were 3,892,323 options vested, with a remaining 1,107,677 options to vest. The options expire on May 31, 2033 . On June 15, 2023, the Company granted 100,000,000 shares of stock options to two employees of the Company, with an exercise price of $ 0.0121 , and an expiration date of June 15, 2030. The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan. The grant of the options was made in consideration of services rendered and to be rendered by the employees to the Company. The 100,000,000 stock options vest and are exercisable in four (4) separate tranches based on performance as follows: (a) Tranche I -12,500,000 shares shall become vested and exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission (SEC) and it is declared effective by the SEC; (b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s shares are traded on a national securities exchange; (c) Tranche III – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days; and (d) Tranche IV – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed $200,000 per day over any 20 consecutive trade days. As of September 30, 2025, Tranche III of the performance milestones were met and the 25,000,000 options were vested. 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 September 30, 2025, 100,000,000 options remain outstanding, but none have vested. The options expire on June 15, 2030 . 7 On December 9, 2024, the Company entered into an agreement with a consultant to provide advisory services in developing technology and products to produce green hydrogen. The Company granted 2,500,000 stock options, which vest starting January 1, 2025. The options vest at a rate of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company. The remaining 69,460 options will be vested at the end of the thirty-sixth (36th) month. The agreement will continue on a month-to-month basis until terminated at the earlier of: (i) 36 months from the date of the agreement, or (ii) any time by either party with a 5-day written notice from one party to the other. As of September 30, 2025, there were 624,998 options vested, and 1,875,002 options not yet vested. The options expire on December 1, 2027 . On May 1, 2025, the Company entered into an agreement with a consultant to provide technology services to the Company in developing technology and products to produce green hydrogen. The Company granted 2,500,000 common stock options, which vest starting May 1, 2025. The options vest at a rate of 69,444 options per month for thirty-five ( 35 ) months of consecutive service to the Company. The remaining 69,460 options will be vested at the end of the thirty-sixth (36th) month. The agreement will continue on a month-to-month basis until terminated at the earlier of: (i) 36 months from the date of the agreement, or (ii) any time by either party with a 5-day written notice from one party to the other. As of September 30, 2025, there were 349,315 options vested, and 2,150,685 options not yet vested. The options expire on May 1, 2035 . Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate seven ( 7 ) years from the date of grant or upon termination of employment. As of September 30, 2025, the aggregate total of 565,000,000 stock options were outstanding. Stock compensation expense recognized for the period was $ 179,842 . Research and Development Research and development costs are expensed as incurred. Total research and development costs were $ 354,074 and $ 268,021 for the nine months ended September 30, 2025 and 2024, respectively. Advertising and Marketing The Company expenses the cost of advertising and promotional materials when incurred. The advertising and marketing costs were $ 296,034 and $ 228,739 for the nine months ended September 30, 2025 and 2024, respectively. Net Earnings (Loss) per Share Calculations Net earnings (loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards (Note 5).   For the nine months ended September 30, 2025 and 2024, the Company has not included shares issuable from 565,000,000 stock options and 228,958,334 warrants, because their impact on the income per share is antidilutive. 8 SCHEDULE OF NET EARNINGS PER SHARE For the Nine Months Ended September 30, 2025 2024 Income (Loss) to common shareholders (Numerator) $ ( 1,581,894 ) $ ( 1,347,183 ) Basic weighted average number of common shares outstanding (Denominator) 709,888,042 704,599,512 Diluted weight average number of common shares outstanding (Denominator) 709,888,042 704,599,512 Fair Value of Financial Instruments Fair Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2025, the amounts reported for cash, inventory, prepaid expenses, accounts payable, and accrued expenses, approximate the fair value because of their short maturities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. As of September 30, 2025, there were no financial instruments to report. Change in Stockholder’s Equity A change in mezzanine was reclassified and accounted for in the shareholders’ deficit statement in the current period. Reclassification of Expenses Certain amounts in the 2024 financial statements have been reclassified to conform to the presentation used in the 2025 financial statements. There was no material impact on any of the Company’s previously issued financial statements. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements. 3. PREFERRED STOCK Preferred Stock September 30, 2025 and 2024 As of September 30, 2025, the Company had a total of 34,461 shares of Series C Preferred Stock outstanding with a fair value of $ 3,446,113 , 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 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 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. 9 The preferred shares have been classified under mezzanine financing, a hybrid of debt and equity financing that gives a lender the right to convert debt to an equity interest in a company in case of default, generally, after venture capital companies and other senior lenders are paid. 4. COMMON STOCK Common Stock September 30, 2025 and 2024 During the quarter ended September 30, 2025, the Company issued an aggregate of 25,245,680 shares of common stock for $ 615.445 , related to the equity financing agreement. (See Note 7) . On May 2, 2025, the Company issued 803,536 shares of common stock for equity commitment fees in the amount of $ 30,000 during the period. (See Note 7) 5. STOCK OPTIONS AND WARRANTS Stock Options During the nine months ended September 30, 2025, there were 2,500,000 stock options granted by the Company. (See Note 2). Also, during the nine months ended September 30, 2025, no stock options expired. SCHEDULE OF STOCK OPTIONS 9/30/2025 9/30/2024 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 562,500,000 $ 0.0171 560,000,000 $ 0.0172 Granted 2,500,000 0.0395 - - Exercised - - - - Expired/Cancelled - - - - Outstanding as of the end of the periods 565,000,000 $ 0.0172 560,000,000 $ 0.0172 Exercisable as of the end of the periods 445,921,826 $ 0.0192 426,336,424 $ 0.0200 The weighted average remaining contractual life of options outstanding as of September 30, 2025 and 2024 was as follows: SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING 9/30/2025 9/30/2024 Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) Exercisable Price Stock Options Outstanding Stock Options Exercisable Weighted Average Remaining Contractual Life (years) $ 0.0037 2,500,000 624,996 9.18 - - - - $ 0.0395 2,500,000 347,220 9.59 - - - - $ 0.0137 50,000,000 36,057,287 4.47 $ 0.0137 50,000,000 20,682,393 5.47 $ 0.0126 5,000,000 3,892,323 7.67 $ 0.0126 5,000,000 1,817,352 8.67 $ 0.0121 100,000,000 - 4.71 $ 0.0121 100,000,000 - 5.71 $ 0.0223 5,000,000 5,000,000 6.46 $ 0.0223 5,000,000 3,836,679 7.46 $ 0.0210 400,000,000 400,000,000 3.53 $ 0.0210 400,000,000 400,000,000 4.53 565,000,000 445,921,826 560,000,000 426,336,424 Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock price, volatility, U.S. risk-free rate, dividend rate, and estimated life. The stock options terminate between seven ( 7 ) and ( 10 ) years from the date of grant or upon termination of employment. As of September 30, 2025, the aggregate total of 565,000,000 stock options were outstanding. 10 The stock-based compensation expense recognized in the statement of operations during the nine months ended September 30, 2025 and 2024, were $ 179,842 and $ 174,275 , respectively. As of September 30, 2025, there was no intrinsic value with regards to the outstanding options. Warrants During the nine months ended September 30, 2025, the Company issued no common stock purchase warrants. As of September 30, 2025 and 2024, the outstanding common stock purchase warrants were as follows: SCHEDULE OF WARRANTS ACTIVITY 9/30/2025 9/30/2024 Number of Options Weighted average exercise price Number of Options Weighted average exercise price Outstanding as of the beginning of the periods 228,958,334 $ 0.0483 228,958,334 $ 0.0483 Granted - - - - Purchased - - - - Outstanding as of the end of the periods 228,958,334 $ 0.0483 228,958,334 $ 0.0483 Exercisable as of the end of the periods 228,958,334 228,958,334 The weighted average remaining contractual life of the warrants outstanding as of September 30, 2025 was as follows: SCHEDULE OF WARRANTS OUTSTANDING 9/30/2025 Exercisable Price Common Stock Purchase Warrants Outstanding Common Stock Purchase Warrants Exercisable Weighted Average Remaining Contractual Life (years) $ 0.0255 5,000,000 5,000,000 1.71 $ 0.04 125,000,000 125,000,000 0.77 $ 0.05 9,375,000 9,375,000 0.76 $ 0.06 83,333,334 83,333,334 1.08 $ 0.075 6,250,000 6,250,000 1.08 228,958,334 228,958,334 There was no warrant compensation recognized as of September 30, 2025. 6. INTANGIBLE ASSETS The Company’s acquired intangible assets as of September 30, 2025 and December 31, 2024 consisted of the following: SCHEDULE OF ACQUIRED INTANGIBLE ASSETS Cost Accumulated amortization Net carrying value September 30, 2025 Weighted Average Amortization Period (years) Cost Accumulated amortization Net carrying value Patents 0.55 – 5.58 $ 45,336 $ 29,468 $ 15,868 December 31, 2024 Weighted Average Amortization Period (years) Cost Accumulated amortization Net carrying value Patents 2.05 – 7.08 $ 45,336 $ 27,201 $ 18,135 11 Estimated future amortization expense for the Company’s intangible assets at September 30, 2025 as follows: SCHEDULE OF ESTIMATED FUTURE AMORTIZATION EXPENSE Period ending September 30, 2025 three months remaining $ 756 2026 3,022 2027 3,022 2028 3,022 Thereafter 6,046 Total $ 15,868 7. EQUITY FINANCING AGREEMENT On May 2, 2025, the Company entered into an equity financing agreement with GHS pursuant to which GHS has agreed to provide up to three million dollars ($ 3,000,000 ) upon effectiveness of a registration statement on Form S-1. Following effectiveness of the registration statement, the Company shall have the right to deliver puts to GHS and GHS will be obligated to purchase shares of our common stock based on the investment amount specified in each put notice. The maximum amount that the Company shall be entitled to put to GHS in each put notice will not exceed two hundred percent (200%) of the average of the daily trading dollar volume of the Company’s common stock during the ten (10) trading days preceding the put, so long as such amount does not exceed 4.99% of the outstanding shares of the Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be permitted to purchase, and the Company may not put shares of the Company’s common stock to GHS that would result in GHS’s beneficial ownership equaling more than 4.99% of the Company’s outstanding common stock. The price of each put share shall be equal to ninety-two- and one-half percent (92.5%) of the lowest traded price of the Company’s common stock for the ten (10) consecutive trading days preceding the date on which the applicable put is delivered to GHS and one hundred twelve and one-half percent (112.5%) of the put amount shall be delivered in shares in each particular put. No put will be made in an amount greater than $ 500,000 . Puts may be delivered by the Company to GHS until the earlier of twenty-four (24) months after the effectiveness of the registration statement on Form S-1 or the date on which GHS has purchased an aggregate of $ 3,000,000 worth of put shares. The Company filed the registration statement with the SEC on May 19, 2025, which was declared effective on May 30, 2025. During the period ended September 30, 2025, the Company issued 25,245,680 shares of common stock, at purchase prices between $ 0.0195689 – 0.031080 for a fair value of $ 585,445 , less the $ 30,000 commitment fee. The Agreement is accounted for under ASC 815-40 standard for equity instruments, including common shares issued through an equity finance agreement. This standard provides guidance on the recognition and measurement of equity instruments, including the accounting for equity finance cost. On May 2, 2025, the Company issued 803,536 shares of common stock to GHS in connection with its equity financing at a price of $ 0.037335 per share for a total of $ 30,000 in consideration. The equity financing cost is accounted for as a deduction from equity to the extent it is incremental costs directly attributable to the equity transaction that otherwise would have been avoided. This accounting treatment recognizes that these costs provide future economic benefits to the Company. On July 17, 2025, the Company issued 11,616,962 shares of common stock through its equity financing agreement and received $ 298,770 less legal and clearing fees of $ 15,482 for a total of $ 314,252 . On August 6, 2025, the Company issued 4,770,259 shares of common stock through its equity financing agreement and received $ 145,604 less clearing fees of $ 2,656 for a total of $ 148,260 . On September 3, 2025, the Company issued 5,499,766 shares of common stock through its equity financing agreement and received $ 108,546 less clearing fees of $ 2,244 for a total of $ 110,709 . On September 18, 2025, the Company issued 3,358,693 shares of common stock through its equity financing agreement and received $ 62,861 less clearing fees of $ 2,865 for a total of $ 65,726 . 8. SEGMENT INFORMATION The Company operates as a single 1 reporting segment engaged in developing a technology that uses water and heat rather than electricity to produce the lowest cost green hydrogen. The Chief Operating Decision Makers are the Company’s Chief Executive officer and its President, who together (the “CODM”), evaluate company performance based on Net income (loss), determined in accordance with U.S. GAAP, and Adjusted EBDITA, a non-GAAP measure. The Company defines Adjusted EBITDA as income from operations, determined in accordance with GAAP, excluding the following: ● depreciation and amortization of property and equipment; ● amortization of acquired intangible assets; 12 8. SEGMENT INFORMATION (Continue) The CODM uses these measures to assess profitability and guide resource allocations, and believes that Adjusted EBITA, when reviewed in conjunction with Net income (loss), is a useful measure to assess the Company’s performance and liquidity, as it provides meaningful operating results by excluding the effects of expenses that are not reflective of the Company’s operating business performance. In addition, the CODM uses Adjusted EBITA to understand and compare operating results across accounting periods, and for financial and operational decision-making and resource allocation. The presentation of Adjusted EBITA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. The CODM conducts quarterly financial reviews, focusing on research expenditures, operational efficiency, investment decisions, including capital expenditures for new research activities, are made based on expected return on investment and regulatory environment in which the Company operates. The table below provides the Company’s Net loss, Operating Expenses, Other Income, and a reconciliation of Income/Loss to Adjusted EBITDA for the nine months ended September 30, 2025 and 2024: SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITDA Nine Months Ended SEGMENT INFORMATION September 30, 2025 September 30, 2024 REVENUE $ - $ - LESS OPERATING EXPENSES Selling and marketing expenses 296,034 228,739 General and administrative expenses 929,754 851,738 Research and development 354,074 268,021 EBITDA ( 1,579,862 ) ( 1,348,498 ) Depreciation and amortization 2,462 3,080 SEGMENT NET LOSS $ ( 1,582,324 ) $ ( 1,351,578 ) Reconciliation of profit or loss 430 4,395 Adjustment and reconciling items - - Consolidated Net Income $ ( 1,581,894 ) $ ( 1,347,183 ) 9. COMMITMENTS AND CONTINGENCIES Office Rental The Company rents office space on a month to month basis with a monthly rent payment in the amount of $550. Consultant Agreement On May 30, 2023, the Company entered into an amendment (the “May 2023 Amendment”) to an advisory agreement dated March 15, 2022 entered into with a consultant for general business consulting services to the Company, including but not limited to technology, business development, and product development services. In connection with the advisory agreement, the Company granted the consultant 5,000,000 stock options, vesting at a rate of 138,889 options per month for thirty-six ( 36 ) months of consecutive service to the Company. The May 2023 Agreement provided for cash compensation based on an hourly rate of $ 200 for the services specifically requested by the Company in lieu of a fixed monthly fee. The May 2023 Amendment became effective on June 15, 2023, and will continue on a month-to-month basis until terminated at the earlier of March 15, 2025, or at any time by either party upon a 5-day written notice to the other party. On March 15, 2025, the parties entered into a second amendment to extend the term of the advisory agreement to March 15, 2028. Except for the amendments described above, the provisions of the advisory agreement dated March 15, 2022, shall remain effective. On December 17, 2024, the Company entered into an agreement with a consultant to provide laboratory support for the development of technology for the production of green hydrogen. The Company agreed to pay Consultant cash compensation of $ 175 per hour for providing the service. The Agreement will continue until terminated at the earlier of: (i) conclusion of the work or (ii) any time by either party with a 5-day written notice from one party to the other. On April 15, 2025, the Company entered into an agreement with a consultant to provide general business services to the Company, including but not limited to technology development and business development services as the Company’s Chief Technology Officer. The consultant will be paid $ 10,000 per month. On May 1, 2025, the Company entered into an agreement with a consultant, to perform research that would benefit the Company at a monthly compensation of $ 3,000 . The Company also granted stock options to the consultant to purchase 2,500,000 shares of common stock of the Company which will vest over a thirty-six ( 36 ) month period. 13 On May 1, 2025, the Company entered into an option agreement with the Regents of the University of California (the “Regents”), to obtain an exclusive option to utilize certain patent rights and solely for the purpose of providing the Company with additional time to evaluate certain inventions to determine its interest in pursuing an exclusive license to the Regents’ interest in certain patent rights. The option expires on July 31, 2026. As partial consideration for the option, the Company paid the Regents an option execution fee of $ 20,000 Research Agreement On 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 Company, as Sponsor, and that is consistent with the research and educational objectives of the University. The cost to the Company for the University’s performance shall not exceed $ 716,326 . The agreement shall be performed on a cost-reimbursement basis. When expenditures reach the above amount, the Company will not be required to fund, and the University will not be required to perform additional work thereunder unless by mutual agreement of both parties. As of September 30, 2025, the Company paid an aggregate of $ 716,326 to the University which is the maximum payment under the Agreement. . Legal In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position or results of operations. As of September 30, 2025, there were no legal proceedings against the Company. 10. SUBSEQUENT EVENT Management has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has the following subsequent events to report: On October 8, 2025, the Company issued 6,034,628 free trading shares to GHS Investments and received $ 96,226 less clearing fees of $ 3,010 for a total of $ 99,236 . Also, on October 29, 2025, the Company issued 22,535,036 free trading shares to GHS Investments and received $ 434,402 less clearing fees of $ 1,025 for a total of $ 435,427 . The shares were issued pursuant to the equity financing agreement entered into with GHS Investments on May 2, 2025. 14