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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-25 · 795 added, 866 removed, 246 unchanged (87% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.

We maintain “disclosure

controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the

“Exchange Act”), that are designed to ensure that information required to be disclosed by the issuer in the reports that

it files or submits under the Act (15 U.S.C.

78a et seq.) is recorded, processed, summarized and reported, within the time periods specified

in the SEC’s rules and forms.

These disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated

to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate

to allow timely decisions regarding required disclosure.

Management recognizes that

any disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the

objectives of the disclosure controls and procedures are met.

Additionally, our

management necessarily applies its judgment in evaluating the cost-benefit relationship of possible disclosure

controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all

potential future conditions.

As of December 31, 2024, we carried

out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the

effectiveness of the design and operation of our disclosure controls and procedures.

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring that information required

to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for

each report by the SEC, and that such information is accumulated and communicated to our management, including our principal executive

and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required

Management’s Report of Internal Control

over Financial Reporting.

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a

Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding

the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed have

inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to

financial statement preparation and presentation.

Our management assessed the effectiveness of our internal control over financial reporting

as of December 31, 2024.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance for Smaller Public Companies (the

COSO criteria).

Based on our assessment we believe that, as of December 31, 2024, our internal controls over financial reporting is effective

based on those criteria.

This annual report does not include

an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding internal control over financial

Management’s report was not subject to attestation by the Company’s independent registered public accounting firm

pursuant to temporary rules of the SEC that permits the Company to only provide management’s report in this Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our

internal control over financial reporting that occurred during the fourth quarter ended December 31, 2024 that have materially affected,

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

OTHER INFORMATION.

Rule 10b5-1 Trading Arrangement

During the three months ended December 31, 2024,

no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURSIDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth

information about our executive officers, key employees and directors.

Chairman, President and Acting Chief Financial Officer

Chief Executive Officer and Director

The principal occupations for

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

David Lee - Chairman of

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

Lee 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.

AND PROCEDURES.

of Disclosure Controls and Procedures.

maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities

Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the issuer

in the reports that it files or submits under the Act (15 U.S.C.

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

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

These disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under

the Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons

performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment

in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and

procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any

design will succeed in achieving its stated goals under all potential future conditions.

of December 31, 2025, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and

Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in ensuring

that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time

periods specified for each report by the SEC, and that such information is accumulated and communicated to our management, including

our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions

regarding required disclosure.

Report of Internal Control over Financial Reporting.

management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined

in Exchange Act Rule 13a - 15(f).

Our internal control system was designed to provide reasonable assurance to our management and the

Board of Directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no

matter how well designed have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable

assurance with respect to financial statement preparation and presentation.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2025.

In making this assessment, our management used the criteria set forth by the

Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework - Guidance

for Smaller Public Companies (the COSO criteria).

Based on our assessment we believe that, as of December 31, 2025, our internal controls

over financial reporting is effective based on those criteria.

annual report does not include an attestation report by M&K CPAS, PLLC, our independent registered public accounting firm, regarding

internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s independent

registered public accounting firm pursuant to temporary rules of the SEC that permits the Company to only provide management’s

report in this Form 10-K.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2025 that

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

10b5-1 Trading Arrangement

the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”

or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

REGARDING FOREIGN JURSIDICTIONS THAT PREVENT INSPECTIONS.

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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

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 - 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.

From 2004 to 2006, he was with Ramsey-Shilling Co.

in the business of Commercial Real

Estate Investment and Brokerage.

From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc., a Delaware company

engaged in the business of Internet Software Development.

From 1994 to 2000, he served as Vice Present and General Manager for RF-Link

Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing.

in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from University of Michigan

in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.

The Board of Directors has concluded

Lee is qualified to serve as a director of the Company because of his diverse experience in technology, marketing, and executive

in the business

of Commercial Real Estate Investment and Brokerage.

From 2000 to 2004, he served as Chief Operating Officer for Applied Reasoning, Inc.,

a Delaware company engaged in the business of Internet Software Development.

From 1994 to 2000, he served as Vice Present and General

Manager for RF-Link Technology, Inc., a California company engaged in the business of Wireless Technology Development and Manufacturing.

Lee received a Ph.D.

in Electrical Engineering from Purdue University in 1989, a Master of Science in Electrical Engineering from

University of Michigan in 1986 and a Bachelor of Science in Electrical Engineering from the University of Texas at Austin in 1984.

Board of Directors has concluded that Dr.

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

technology, marketing, and executive management.

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

17 unchanged sentences

technology, marketing, and executive management.

COMMITTEES OF THE BOARD

We currently do not maintain

any committees of the Board of Directors.

Given our size and the development of our business to date, we believe that the board through

its meetings can perform all of the duties and responsibilities which might be performed by a committee.

We do not currently have an

audit committee financial expert.

INDEBTEDNESS OF EXECUTIVE OFFICERS AND DIRECTORS

No executive officer, director

or any member of these individuals’ immediate families or any corporation or organization with whom any of these individuals is

an affiliate is or has been indebted to us since the beginning of our last fiscal year.

FAMILY RELATIONSHIPS

There are no family relationships

among our executive officers and directors.

CODE OF ETHICS

We have adopted a Code of Ethics

that applies to all of our directors, officers and employees.

Our Code of Ethics is filed as an exhibit to our annual report on Form

10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 25, 2008.

If we make any amendments

to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit

waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives,

we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed

with the Securities and Exchange Commission.

LEGAL PROCEEDINGS

During the past ten years, none

of our directors, executive officers, promoters, control persons, or nominees has been:

the subject of any bankruptcy petition filed by or against any business

of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to

convicted in a criminal proceeding or is subject to a pending criminal

proceeding (excluding traffic violations and other minor offenses);

subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction or any Federal or State authority, permanently or temporarily enjoining,

barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

found by a court of competent jurisdiction (in a civil action), the

SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

the subject of, or a party to, any Federal or State judicial or administrative

order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a) any

Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance

companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty

or temporary or permanent cease-and-desist order, or removal or prohibition order;

or (c) any law or regulation prohibiting mail

or wire fraud or fraud in connection with any business entity;

the subject of, or a party to, any sanction or order, not subsequently

reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent

exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted

a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined

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

Due to the small size and early stage of

the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions combined.

having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion and provides clear leadership

for the Company, with a single person setting the tone and managing our operations.

The Board oversees specific risks, including, but

not limited to:

appointing, retaining and overseeing the work of the independent auditors,

including resolving disagreements between the management and the independent auditors relating to financial reporting;

approving all auditing and non-auditing services permitted to be performed

by the independent auditors;

reviewing annually the independence and quality control procedures

of the independent auditors;

reviewing, approving, and overseeing risks arising from proposed related

party transactions;

discussing the annual audited financial statements with the management;

meeting separately with the independent auditors to discuss critical

accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence

letter and other material written communications between the independent auditors and the management;

monitoring the risks associated with management resources, structure,

succession planning, development and selection processes, including evaluating the effect the compensation structure may have on

risk decisions.

Board of Directors Meetings and Attendance

We have no formal policy regarding

director attendance at the annual meeting of stockholders.

The Board of Directors held seven (7) meetings in 2024 including three (3)

meetings prior to filing our quarterly reports and one (1) meeting prior to filing this annual report.

All Board members were present

at all of the meetings.

Insider Trading Policy

Given our small size,

our board of directors has not yet adopted an insider trading policy that is appropriate for a company of our size.

The board intends

to consider adopting an appropriate insider trading policy in the future.

EXECUTIVE COMPENSATION.

The following table summarizes

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

and Principal Position

currently do not maintain any committees of the Board of Directors.

Given our size and the development of our business to date, we believe

that the board through its meetings can perform all of the duties and responsibilities which might be performed by a committee.

not currently have an audit committee financial expert.

OF EXECUTIVE OFFICERS AND DIRECTORS

executive officer, director or any member of these individuals’ immediate families or any corporation or organization with whom

any of these individuals is an affiliate is or has been indebted to us since the beginning of our last fiscal year.

RELATIONSHIPS

are no family relationships among our executive officers and directors.

have adopted a Code of Ethics that applies to all of our directors, officers and employees.

Our Code of Ethics is filed as an exhibit

to our annual report on Form 10-K for the year ended December 31, 2007 filed with the Securities and Exchange Commission on March 25,

If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant

any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer,

or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies

in a Current Report on Form 8-K filed with the Securities and Exchange Commission.

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

subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or any

Federal or State authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any

type of business, securities or banking activities;

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

reversed, suspended or vacated, relating to an alleged violation of (a) any Federal or State securities or commodities law or regulation;

(b) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or

permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order,

or removal or prohibition order;

or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business

subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization

(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29)

of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

Leadership Structure and Role in Risk Oversight

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 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

positions combined.

In addition, having one person serve as both Chairman and Chief Executive Officer eliminates potential for confusion

and provides clear leadership for the Company, with a single person setting the tone and managing our operations.

The Board oversees

specific risks, including, but not limited to:

retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent

auditors relating to financial reporting;

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

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

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

the annual audited financial statements with the management;

separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal

controls, the auditor’s engagement letter and independence letter and other material written communications between the independent

auditors and the management;

the risks associated with management resources, structure, succession planning, development and selection processes, including evaluating

the effect the compensation structure may have on risk decisions.

of Directors Meetings and Attendance

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

The Board of Directors held seven (7) meetings

in 2025 including three (3) meetings prior to filing our quarterly reports and one (1) meeting prior to filing this annual report.

Board members were present at all of the meetings.

Trading Policy

our small size, our board of directors has not yet adopted an insider trading policy that is appropriate for a company of our size.

board intends to consider adopting an appropriate insider trading policy in the future.

COMPENSATION.

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

Name and Principal Position

Incentive Plan Compensation

Non-Qualified

Deferred Compensation

Non-Qualified Deferred Compensation

Other Compensation

and Acting CFO

and Vice President

Calculated at fair value in accordance with

the authoritative guidance provided by the Financial Accounting Standards Board, where the value of the stock compensation is based

upon the grant date and recognized over the vesting period.

On the grant date of February 18, 2021, half of the shares vested immediately,

and the remaining half shall become exercisable in equal amounts over a twenty-four (24) month period during the term of the Optionee’s

On June 29, 2021, the Company repriced the options and recognized additional compensation expense per ASC 718.

was granted options to purchase 400,000,000 shares of common stock at an exercise prices of $0.021 - $0.091, with a cumulative fair

value of $32,384,870 calculated using the Black Scholes method.

Calculated at fair value in accordance with the authoritative guidance

provided by the Financial Accounting Standards Board, where the value of the stock compensation is based upon the grant date and

recognized over the vesting period.

On the grant date of 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.

David Lee (1) (3)

President and Acting CFO

Steven Hill (2) (4)

CEO and Vice President

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

of the stock compensation is based upon the grant date and recognized over the vesting period.

On the grant date of February 18,

2021, half of the shares vested immediately, and the remaining half shall become exercisable in equal amounts over a twenty-four

(24) month period during the term of the Optionee’s employment.

On June 29, 2021, the Company repriced the options and recognized

additional compensation expense per ASC 718.

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

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.

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.

Employment Agreements

On March 11, 2023, the Company

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

March 11, 2023, the Company and Mr.

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

Pursuant to the terms of the Employment

Offer Agreement, Mr.

to the terms of the Employment Offer Agreement, Mr.

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

Pursuant to the terms of the Offer Employment Agreement,

Hill was granted stock options to purchase 50,000,000 shares of common stock of the Company which vests over a three-year period,

subject to a six-month cliff.

On March 14, 2023, the board

of directors approved an increase to the base salary of David Lee, the Company’s President and Acting Chief Financial Officer,

resulting in a base salary of $300,000, effective March 1, 2023.

The Company currently does not have an employment agreement with Mr.

Employee Benefit Plans

The Company currently has no

benefit plans in place for its employees.

Director Compensation

Directors receive compensation

for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board.

our directors do not receive monetary compensation for their service on the Board of Directors.

Policies and Practices related to the Grant of

Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (“MNPI”)

In accordance with Item

402(x) of Regulation S-K under the Securities Act, we are providing information regarding our procedures related to the

grant of certain equity awards close in time to the release of MNPI.

The timing of equity award grants is determined with consideration

to a variety of factors, including but not limited to market conditions and internal milestones.

The Company does not follow a predetermined

schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis to align with the Company’s

strategic objectives and to ensure the competitiveness of our compensation packages.

We have not timed, and do not plan to time, the disclosure

of MNPI for the purpose of affecting the value of executive compensation.

In the year ended December 31, 2024, no options were

granted to our named executive officers within four business days prior to, or one business day following, the filing or furnishing of

a periodic or current report by us that disclosed MNPI.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS.

The following table sets forth,

as of March 11, 2025, the number of and percent of our common stock beneficially owned by:

all directors and nominees, naming them,

our executive officers,

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

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

We believe that all persons named

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

A person is deemed to be the

beneficial owner of securities that can be acquired by him within 60 days from March 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 11, 2025 have

been exercised and converted.

Unless otherwise indicated, the address of each of the following beneficial owner is c/o NewHydrogen, Inc.,

27936 Vista Canyon Blvd, Suite 202, Santa Clarita, CA 91387.

Pursuant to the terms of the

Offer Employment Agreement, Mr.

Hill was granted stock options to purchase 50,000,000 shares of common stock of the Company which vests

over a three-year period, 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.

The Company currently does not have an employment

agreement with Mr.

Benefit Plans

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

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

Currently, our directors do not receive monetary compensation for their service on the Board of Directors.

and Practices related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information (“MNPI”)

accordance with Item 402(x) of Regulation S-K under the Securities Act, we are providing information regarding our

procedures related to the grant of certain equity awards close in time to the release of MNPI.

The timing of equity award grants is determined

with consideration to a variety of factors, including but not limited to market conditions and internal milestones.

The Company does

not follow a predetermined schedule for the granting of equity awards; instead, each grant is considered on a case-by-case basis

to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages.

have not timed, and do not plan to time, the disclosure of MNPI for the purpose of affecting the value of executive compensation.

the year ended December 31, 2025, no options were granted to our named executive officers within four business days prior to, or one

business day following, the filing or furnishing of a periodic or current report by us that disclosed MNPI.

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

following table sets forth, as of March 30, 2026, the number of and percent of our common stock beneficially owned by:

directors and nominees, naming them,

executive officers,

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

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

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

owned by them.

person is deemed to be the beneficial owner of securities that can be acquired by him within 60 days from March 30, 2026, 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 30, 2026 have been exercised and converted.

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

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

Title of Class

Name of Beneficial Owner

Number of Shares of Common

Number of Shares

of Common Stock

Beneficially Owned

Percentage of

Common Stock Beneficially Owned(1)

David Lee (2)

1 unchanged sentence

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

Based upon 704,599,512 shares of common stock outstanding as of March

Includes 4,769,290 shares of common stock and 400,000,000 shares of

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

Includes 36,111,093 shares of common stock underlying options that

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

Securities Authorized for Issuance

Under Equity Compensation Plan

The following table sets forth information about

our equity compensation plans as of December 31, 2024.

Plan Category

upon 768,031,045 shares of common stock outstanding as of March 30, 2026.

4,769,290 shares of common stock and 412,500,000 shares of common stock underlying options that are fully vested and that will vest

within 60 days of the date of this report.

62,499,973 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

following table sets forth information about our equity compensation plans as of December 31, 2025.

securities to

available for

Equity compensation plans approved by security holders

0.0121- 0.0137

Equity compensation plans not approved by security holders

compensation plans approved by security holders

compensation plans not approved by security holders

0.0126-0.0395

Equity Compensation Plan

On April 11, 2022, the Company’s

Board of directors adopted the NewHydrogen, Inc.

2022 Equity Incentive Plan (the “Plan”).

The stated purposes of the Plan

are to (a) enable the Company, to attract and retain the types of employees, consultants and directors who will contribute to the Company’s

long range success;

(b) provide incentives that align the interests of Employees, Consultants and Directors with those of the stockholders

of the Company;

and (c) promote the success of the Company’s business.

maximum number of shares of common stock initially available for issuance under the Plan is 500,000,000 shares of common stock and thereafter

shall automatically be increased on the first day of the Company’s fiscal year beginning in 2023 so that the total number of shares

issuable under the Plan shall at all times equal fifteen percent (15%) of the Company’s fully diluted capitalization on the first

day of the Company’s fiscal year, unless the Company’s Board of Directors adopts a resolution providing that the number of

shares issuable under the 2022 Plan shall not be so increased.

The shares of common stock subject to stock awards granted under the Plan

that are canceled, forfeited or expire prior to exercise, either in full or in part, shall again become available for issuance under

the 2022 Plan.

Shares subject to a stock award under the Plan shall not again be made available for issuance or delivery under the Plan

if such shares are (a) shares tendered in payment of an option or (b) shares delivered or withheld by the Company to satisfy any tax

withholding obligation.

event of a change in control, the Company may, but shall not be obligated to:

(a) accelerate, vest or cause the restrictions to lapse

with respect to all or any portion of any stock award;

(b) cancel stock awards and cause to be paid to the holders of vested stock awards

the value of such stock awards, if any, as determined by the Company, in its sole discretion, it being understood that in the case of

any option with an option exercise price that equals or exceeds the price paid for a share of common stock in connection with the change

in control, the Company may cancel the option without the payment of consideration therefor;

stock awards or the assumption or replacement of such stock awards;

or (d) provide written notice to the holders that for a period of

at least ten days prior to the change in control, such stock awards shall be exercisable, to the extent applicable, as to all shares

of common stock subject thereto and upon the occurrence of the change in control, any stock awards not so exercised shall terminate and

be of no further force and effect.

Board may suspend or terminate the Plan at any time.

The Plan is scheduled to terminate automatically in ten (10) years following the

effective date.

No rights may be granted under the Plan while the Plan is suspended or after it is terminated.

The Board may amend or

modify the Plan at any time.

To the extent required by applicable law or regulation, and except as otherwise provided in the Plan, stockholder

approval will be required for any amendment that (a) materially increases the number of shares available for issuance under the Plan,

(b) materially expands the class of individuals eligible to receive stock awards under the Plan, (c) materially increases the benefits

accruing to the participants under the Plan or materially reduces the price at which shares of common stock may be issued or purchased

under the Plan, (d) materially extends the term of the Plan, or (e) expands the types of awards available for issuance under the Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Other than compensation arrangements,

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

Director Independence

We currently do not have any

directors who are “independent” as defined under the NASDAQ Marketplace Rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table shows that

fees that were billed to the Company by our independent registered public accounting firm for professional services rendered in 2024

The audit fees represent fees

for professional services performed by M&K CPAS, PLLC (“M&K”) as applicable, for the audit of our financial statements

and the review of our quarterly financial statements, as well as services that are normally provided in connection with statutory and

regulatory filings or engagements.

Audit-Related Fees

We did not incur assurance and

audit-related fees during 2024 and 2023, to M&K as applicable, nor in connection with the audit of our financial statements for the

reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

We did not incur fees for tax

compliance, tax advice, or tax planning for the years ended December 31, 2024 and 2023, respectively.

All Other Fees

There were no other fees billed

to us by M&K as applicable, for services rendered to us during the years ended December 31, 2024 and 2023, respectively, other than

the services described above under “Audit Fees” and “Audit-Related Fees.”

As of the date of this filing,

our current policy is to not engage our independent registered public accounting firm to provide, among other things, bookkeeping services,

appraisal or valuation services, or international audit services.

The policy provides that we engage our independent registered public

accounting firm to provide audit and other assurance services, such as review of SEC reports or filings, as set forth above.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

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.

RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

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.

ACCOUNTANT FEES AND SERVICES.

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

services rendered in 2025 and 2024.

audit fees represent fees for professional services performed by M&K CPAS, PLLC (“M&K”) as applicable, for the audit

of our financial statements and the review of our quarterly financial statements, as well as services that are normally provided in connection

with statutory and regulatory filings or engagements.

Audit-Related

did not incur assurance and audit-related fees during 2025 and 2024, to M&K as applicable, nor in connection with the audit of our

financial statements for the reviews of registration statements and issuance of related consents and assistance with SEC comment letters.

did not incur fees for tax compliance, tax advice, or tax planning for the years ended December 31, 2025 and 2024, respectively.

were no other fees billed to us by M&K as applicable, for services rendered to us during the years ended December 31, 2025 and 2024,

respectively, other than the services described above under “Audit Fees” and “Audit-Related Fees.”

of the date of this filing, our current policy is to not engage our independent registered public accounting firm to provide, among other

things, bookkeeping services, appraisal or valuation services, or international audit services.

The policy provides that we engage our

independent registered public accounting firm to provide audit and other assurance services, such as review of SEC reports or filings,

as set forth above.

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.

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

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)

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).

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)

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

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).

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)

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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)

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)

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)

Equity Financing Agreement, dated May 2, 2025, between the Company and GHS Investments, LLC (Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on May 5, 2025.)

Registration rights Agreement dated May 2, 2025, between the Company and GHS Investments, LLC (Filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on May 5, 2025.)

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

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

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 pursuant to Sarbanes-Oxley Section 302 (filed herewith).

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Inline XBRL Taxonomy Extension Presentation Linkbase

FORM 10-K SUMMARY.

In 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 25, 2025.

NEWHYDROGEN, INC.

/s/ Steven Hill

CHIEF EXECUTIVE OFFICER

(PRINCIPAL EXECUTIVE OFFICER)

Pursuant 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

/s/ STEVEN HILL

CHIEF EXECUTIVE OFFICER

March 25, 2025

(PRINCIPAL EXECUTIVE OFFICER)

/s/ DAVID LEE

CHAIRMAN, PRESIDENT AND

March 25, 2025

ACTING CHIEF FINANCIAL OFFICER

(PRINCIPAL ACCOUNTING AND

FINANCIAL OFFICER)

INDEX TO FINANCIAL STATEMENTS

NEWHYDROGEN, INC.

FINANCIAL STATEMENTS

10-K SUMMARY.

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 30, 2026.

EXECUTIVE OFFICER

EXECUTIVE 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)

PRESIDENT AND

CHIEF FINANCIAL OFFICER

ACCOUNTING AND FINANCIAL OFFICER)

TO FINANCIAL STATEMENTS

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

4 unchanged sentences

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

the Board of Directors and Stockholders of NewHydrogen, Inc.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

NewHydrogen, Inc.

on the Financial Statements

1 unchanged sentence

(the Company) as of December 31, 2025 and 2024 and the related statements

of operations, shareholders’ deficit, and cash flows for the two-year period then ended, and the related notes (collectively referred

of operations, stockholders’ deficit, and cash flows for the two years period then ended, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years

then ended in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year

period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to

the accompanying financial statements, the Company has not yet generated any significant revenue, has incurred recurring losses from

operations, generated negative cash flows from operating activities and had an accumulated deficit that raises substantial doubt about

the Company’s ability to continue as a going concern.

Management’s evaluation of the events and conditions and management’s

plans in regarding these matters are also described in Note 1.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

2 unchanged sentences

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

1 unchanged sentence

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and the significant

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe our audits provide

We believe that our audit provides

a reasonable basis for our opinion.

5 unchanged sentences

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

to the net loss and negative cash flows from operations for the year, the Company evaluated the need for a going concern.

management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates

on future revenues and expenses which are not able to be easily substantiated.

evaluate the appropriateness of the lack of going concern paragraph in our audit opinion, we examined and evaluated the financial information

that was the initial cause for this consideration along with management’s plans to mitigate the going concern.

matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

discussed in Note 1, the Company has not yet generated any significant revenue, has incurred recurring losses from operations, generated

negative cash flows from operating activities and had an accumulated deficit that raises substantial doubt about the Company’s

ability to continue as a going concern.

evaluated the appropriateness of the going concern, we examined and evaluated the financial information along with management’s

plans to mitigate the going concern and management’s disclosure on going concern.

M&K CPAS, PLLC

have served as the Company’s auditor since 2019.

Woodlands, TX

NEWHYDROGEN, INC.

BALANCE SHEETS

December 31, 2024

December 31, 2023

Woodlands, Texas

expenses, other

CURRENT ASSETS

Prepaid expenses

TOTAL CURRENT ASSETS

AND EQUIPMENT

and equipment

accumulated depreciation

PROPERTY AND EQUIPMENT

Machinery and equipment

Less accumulated depreciation

NET PROPERTY AND EQUIPMENT

Patents, net of amortization of $ 27,201 and $ 24,179 respectively

TOTAL OTHER ASSETS

LIABILITIES AND SHAREHOLDERS’ EQUITY

net of amortization of $ 30,224 and $ 27,201 respectively

AND SHAREHOLDERS’ EQUITY

payable and other payable

CURRENT LIABILITIES

Accounts payable and other payable

TOTAL 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

SHAREHOLDERS’ EQUITY (DEFICIT)

Preferred stock, $ 0.0001 par value;

AND CONTINGENCIES (See Note 9)

Series C Convertible Preferred Stock, 34,853 and 34,853 shares outstanding, respectively, redeemable value of $ 3,446,113 and $ 3,485,313 , respectively

SHAREHOLDERS’

EQUITY (DEFICIT)

stock, $ 0.0001 par value;

10,000,000 authorized shares

1 unchanged sentence

3,000,000,000 authorized shares 768,031,041 and 704,599,512 shares issued and outstanding, respectively

Additional paid in capital

Accumulated deficit

paid in capital

( 180,789,490 )

( 177,942,547 )

TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)

SHAREHOLDERS’ EQUITY (DEFICIT)

( 2,036,029 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER

31, 2024 AND 2023

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

OPERATING EXPENSES

( 1,363,603 )

LIABILITIES AND SHAREHOLDERS’ EQUITY

accompanying notes are an integral part of these audited financial statements

OF OPERATIONS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Selling and marketing expenses

General and administrative expenses

Research and development

Depreciation and amortization

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSES)

and administrative expenses

and development

and amortization

OPERATING EXPENSES

LOSS FROM OPERATIONS BEFORE OTHER

INCOME (EXPENSES)

( 2,847,920 )

( 1,814,580 )

OTHER INCOME/(EXPENSES)

INCOME/(EXPENSES)

Interest income

TOTAL OTHER INCOME (EXPENSES)

NET INCOME (LOSS)

OTHER INCOME (EXPENSES)

INCOME (LOSS)

$ ( 2,846,943 )

$ ( 1,809,962 )

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING BASIC AND DILUTED

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

STATEMENTS OF SHAREHOLDERS’

FOR THE YEARS ENDED DECEMBER

31, 2024 AND 2023

ENDED DECEMBER 31,2024

AND DILUTED EARNINGS (LOSS) PER SHARE

WEIGHTED-AVERAGE

COMMON SHARES OUTSTANDING BASIC AND DILUTED

accompanying notes are an integral part of these audited financial statements

OF SHAREHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

DECEMBER 31, 2025

at December 31, 2024

1 unchanged sentence

$ ( 177,942,547 )

$ ( 1,363,603 )

compensation cost

1 unchanged sentence

( 178,418,641 )

( 1,784,321 )

of common shares for commitment fees

compensation cost

1 unchanged sentence

( 179,042,345 )

( 2,316,874 )

of common stock through equity financing

compensation cost

1 unchanged sentence

( 179,524,441 )

and warrant compensation cost

at December 31, 2024

( 2,149,875 )

of common stock through equity financing

compensation cost

( 1,265,049 )

DECEMBER 31, 2023

( 1,265,049 )

at December 31, 2025

1 unchanged sentence

( 2,036,029 )

and warrant compensation cost

accompanying notes are an integral part of these audited financial statements

YEAR ENDED DECEMBER 31, 2024

Preferred Stock

Balance at December 31, 2023

$ 176,279,264

$ ( 176,132,585 )

at March 31, 2023

Stock and warrant compensation cost

Balance at March 31, 2024

( 176,603,589 )

and warrant compensation cost

at June 30, 2023

Stock and warrant compensation cost

Balance at June 30, 2024

( 177,041,027 )

and warrant compensation cost

at September 30, 2023

Stock and warrant compensation cost

$ ( 438,741 )

Balance at September 30, 2024

( 177,479,768 )

stock surrendered and cancelled

and warrant compensation cost

at December 31, 2023

( 177,479,768 )

Stock compensation cost

Balance at December 31, 2024

$ 176,508,484

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER

31, 2024 AND 2023

$ ( 177,942,547 )

$ ( 1,363,603 )

$ 176,508,484

$ ( 177,942,547 )

$ ( 1,363,603 )

accompanying notes are an integral part of these audited financial statements

OF CASH FLOWS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

December 31, 2025

6 unchanged sentences

$ ( 1,809,962 )

Adjustment to reconcile net income(loss)

to net cash (used in) provided by operating activities

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

Depreciation and amortization expense

8 unchanged sentences

NET CASH FLOWS FROM INVESTING ACTIVITIES

CASH PROVIDED BY FINANCING ACTIVITIES

Common shares issued through an equity financing agreement

NET CASH PROVIDED BY FINANCING ACTIVITIES

1 unchanged sentence

( 1,573,920 )

( 1,156,256 )

CASH, BEGINNING OF PERIOD

2 unchanged sentences

Interest paid

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Common stock surrendered and returned to authorized and unissued shares

The accompanying notes are

an integral part of these audited financial statements

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUPPLEMENTAL DISCLOSURES OF NON-CASH FLOW INFORMATION

Issuance of common shares for equity financing

Equity financing fees

accompanying notes are an integral part of these audited financial statements

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Basis of Presentation

BASIS OF PRESENTATION

NewHydrogen, Inc.

(the “Company”)

was incorporated in the state of Nevada on April 24, 2006.

The Company, based in Santa Clarita, California, began operations on

April 25, 2006 to develop and market Photovoltaic solar technology products.

Line of Business

We are a developer of clean energy technologies.

Our current focus is on developing a green hydrogen production technology that uses water and heat rather than electricity to produce

the world’s cheapest green hydrogen.

Going Concern Substantial Doubt Alleviated

As of the year ended December 31, 2024,

the Company had a loss of $ 1,809,962 , which consisted of a non-cash amount of $ 229,220 for a net cash loss of $ 1,344,700 .

As of December

31, 2024, its accumulated deficit was $ 177,942,547 .

Management believes the Company’s

present cash flows will enable it to meet its obligations for twelve months from the date of these financial statements.

will continue to assess its operational needs and seek additional financing as needed to fund its operations.

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

The Company, based in Santa Clarita,

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

are a developer of clean energy technologies.

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.

The accompanying financial

statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements,

the Company has an accumulated deficit and had a working capital deficit as of December 31, 2025.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among

other things, additional capital resources.

The Company is significantly dependent upon its ability, and will continue to attempt, to

secure additional equity and/or debt financing.

There are no assurances that the Company will be successful in obtaining additional capital.

The financial statements do not include

any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities

that might be necessary in the event the Company cannot continue in existence.

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.

adopted Accounting Standards Codification (“ASC”) 606, whereby revenue will be recognized as performance obligations are

satisfied and customers obtain control of goods or services.

However, in the event of a loss on a sale is foreseen, the Company will

recognize the loss as it is determined.

To date, the Company has not had significant revenues and is in the development stage.

Cash and Cash Equivalent

The Company considers all highly liquid

investments with an original maturity of three months or less to be cash equivalents.

Concentration Risk

Cash includes amounts deposited in financial

institutions in excess of insurable Federal Deposit Insurance Company (FDIC) limits.

At times throughout the year, the Company may maintain

cash balances in certain bank accounts in excess of FDIC limits.

As of December 31, 2024, the cash balance in excess of the FDIC limits

was $ 1,854,521 .

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.

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.

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.

and Cash Equivalent

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

Concentration

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

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

As of December 31, 2025,

the cash balance in excess of the FDIC limits was $ 1,186,928 .

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

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

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the amounts reported in the accompanying financial statements.

Significant estimates made in preparing these

financial statements, include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, derivative

liabilities and the fair value of stock options.

Actual results could differ from those estimates.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are stated at cost,

and are depreciated using straight line over its estimated useful lives:

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Equipment

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

SCHEDULE OF PROPERTY AND EQUIPMENT

1 unchanged sentence

Machinery and equipment

Depreciation expense for the years ended

December 31, 2024 and 2023 were $ 1,084 and $ 1,084 , 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.

expense for the years ended December 31, 2025 and 2024 were $ 260 and $ 1,084 , respectively.

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

for the back of photovoltaic solar modules traditionally made from petroleum-based film.

Intangible assets that have finite useful lives

continue to be amortized over their useful lives.

SCHEDULE OF INTANGIBLE ASSETS AMORTIZED OVER THEIR USEFUL LIVES

Less accumulated amortization

Intangible assets

accumulated amortization

amortization for the year ended December 31, 2025:

OF PATENT AMORTIZATION

Amortization expense for the years ended

December 31, 2024 and 2023 was $ 3,022 and $ 3,022 , respectively.

Stock-Based Compensation

The Company measures the cost of employee

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

All grants under our stock-based compensation

programs are accounted for at fair value and that cost is recognized over the period during which an employee, consultant, or director

are required to provide service in exchange for the award (the vesting period).

Compensation expense for options granted to employees

and non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of

the equity instruments issued, whichever is more reliably measured.

Compensation expense for awards granted is re-measured each period.

On March 1, 2022, the Company issued 5,000,000

common stock purchase warrants through a securities purchase agreement for a purchase price of $ 1,000 .

The initial exercise date of the warrants is March 1, 2024 at an exercise price of $ 0.0255

per share, with a termination date of March 1, 2029.

SCHEDULE OF PATENT AMORTIZATION

expense for the years ended December 31, 2025 and 2024 was $ 3,022 and $ 3,022 , respectively.

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

All grants under our stock-based compensation programs are accounted for at fair value and that cost is recognized over the period during

which an employee, consultant, or director are required to provide service in exchange for the award (the vesting period).

expense for options granted to employees and non-employees is determined in accordance with the standard as the fair value of the consideration

received or the fair value of the equity instruments issued, whichever is more reliably measured.

Compensation expense for awards granted

is re-measured each period.

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.

As of December 31, 2025, the purchase warrants were still outstanding.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

On March 15, 2022, the Company granted

5,000,000 stock options to a consultant for advisory services.

The options vest at a rate of 138,889 options per month for a thirty-six

( 36 ) month period during the term of the optionee’s consultancy with the Company.

As of December 31, 2024, the 5,000,000 stock

options were outstanding.

On April 12, 2022, the Company granted

an aggregate of 450,000,000 stock options to its employees for services, at an exercise price of $ 0.021 .

The options expire, and all

rights to purchase the shares shall terminate seven ( 7 ) years from the date of grant or termination of employment.

The 400,000,000 options

are exercisable in the amount of 316,666,662 are exercisable upon grant, and the remaining 83,333,338 shares are exercisable in equal

amounts over a ten ( 10 ) month period during the term of the optionee’s employment until the Option is 100 % vested.

The 50,000,000

options are exercisable in the amount of 19,444,446 are exercisable upon grant and the remaining 30,555,554 shares are exercisable in

equal amounts over a twenty-two ( 22 ) month period during the term of the optionee’s employment until the Options is 100 % vested.

On March 11, 2023, one of the employees separated from the Company and 50,000,000 options were cancelled as of June 11, 2023.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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.

As of December

31, 2024, the other 400,000,000 stock options remain outstanding.

On March 20, 2023, the Company granted

50,000,000 shares of stock options, to purchase the total number of shares of common stock equal to the number of option shares at the

exercise price of $ 0.0137 per share.

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan.

The 50,000,000 shares subject to the options, have a six-month cliff, whereby 8,333,333 shall become vested and exercisable on September

19, 2023 and the remaining 41,666,667 shall become exercisable in equal amounts over a thirty ( 30 ) month period during the term of the

participant’s employment until the option is 100 % vested.

The unvested portion of the option will not be exercisable on or after

the termination of continuous service.

31, 2025, 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 $ 0.021 .

The options expire, and all rights to purchase the shares shall terminate seven ( 7 )

years from the date of grant or termination of employment.

The 400,000,000

options are exercisable in the amount of 316,666,662

are exercisable upon grant, and the remaining 83,333,338

shares are exercisable in equal amounts over a ten ( 10 )

month period during the term of the optionee’s employment until the Option is 100 %

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 %

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, 2025, 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, 2025, 50,000,000 stock options remain outstanding.

On May 9, 2023, the Company granted 5,000,000

shares of stock options to a consultant, with an exercise price of $ 0.0126 , and an expiration date of May 31, 2033.

The Options vest

over a thirty-six ( 36 ) month period from June 1, 2023, with 833,360 options vesting on November 30, 2023, and 138,888 options vested

at the end of each month from the end of the seventh month through May 31, 2026.

As of December 31, 2024, 5,000,000 stock options remain

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

The options were granted pursuant to the terms of the Company’s 2022 Equity Incentive Plan.

The grant of the options

was made in consideration of the services rendered and to be rendered by the employees to the Company.

The 100,000,000 options vest and

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

(a) Tranche I -12,500,000 shares shall become vested and

exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission (SEC) and it is declared effective

(b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s shares are traded on

a national securities exchange;

value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days;

and (d) Tranche IV – 12,500,000

shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed $200,000 per day over

any 20 consecutive trade days.

As of December 31, 2023, none of the performance milestones were met and the options remain unvested.

Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10) percent during

next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000 per day.

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, 2025, 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 Company.

The 100,000,000 options vest and are exercisable in four (4) separate tranches based on performance as follows:

(a) Tranche I -12,500,000

shares shall become vested and exercisable if the Company files an S-3 registration statement with the Securities and Exchange Commission

(SEC) and it is declared effective by the SEC;

(b) Tranche II – 12,500,000 shares shall become vested and exercisable if the Company’s

shares are traded on a national securities exchange;

the average daily market value of the Company’s shares exceeds $100,000 per day over any 20 consecutive trade days;

and (d) Tranche

IV – 12,500,000 shares shall become vested and exercisable if the average daily market value of the Company’s shares exceed

$200,000 per day over any 20 consecutive trade days.

As of December 31, 2023, none of the performance milestones were met and the options

remain unvested.

Management believes the probability of satisfying vesting conditions in the above four tranches is less than ten (10)

percent during next 12 months based on the current market cap of less than $5,000,000 and average trading stock volume of less than $5,000

As of December 31, 2025, 100,000,000 shares remain outstanding.

Determining the appropriate fair value

of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment

and stock price volatility.

The Company used Black Scholes to value its stock option awards which incorporated the Company’s stock

price, volatility, U.S.

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 December 31, 2025, there were 833,328 options vested, and 1,666,672 options not yet vested.

The options expire on December 1, 2027 .

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.

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 December 31, 2025, there were 416,664 options vested, and 2,083,336 options not yet vested, for a total of 2,500,000 options.

The options expire on

May 1, 2035 .

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

of the stock-based payment and stock price volatility.

The Company used Black Scholes to value its stock option awards which incorporated

the Company’s stock price, volatility, U.S.

risk-free rate, dividend rate, and estimated life.

The stock options terminate seven ( 7 ) years from the date

of grant or upon termination of employment.

As of December 31, 2024, the aggregate total of 560,000,000 stock options were outstanding.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development

Research and development costs are expensed

Total research and development costs were $ 362,538 and $ 202,878 for the years ended December 31, 2024 and 2023, respectively.

Net Earnings (Loss) per Share Calculations

Net earnings (Loss) per share dictates

the calculation of basic earnings (loss) per share and diluted earnings per share.

Basic earnings (loss) per share are computed by dividing

by the weighted average number of common shares outstanding during the year.

Diluted net earnings (loss) per share is computed similar

to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards

(Note 4), plus the assumed conversion of convertible debt (Note 5).

For the year ended December 31, 2024 and

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 stock options terminate seven

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

As of December 31, 2025, the aggregate total of 565,000,000 stock

options were outstanding.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

and Development

and development costs are expensed as incurred.

Total research and development costs were $ 615,916 and $ 362,538 for the years ended December

31, 2025 and 2024, respectively.

Earnings (Loss) per Share Calculations

earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings per share.

Basic earnings

(loss) per share are computed by dividing by the weighted average number of common shares outstanding during the year.

Diluted net earnings

(loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect

of stock options and stock-based awards (Note 4), plus the assumed conversion of convertible debt (Note 5).

the year ended December 31, 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.

SCHEDULE OF NET EARNINGS PER SHARE

5 unchanged sentences

Diluted weighted average number of common shares outstanding (Denominator)

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.

of December 31, 2024, 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

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value.

The hierarchy

gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and

the lowest priority to unobservable inputs (level 3 measurements).

Value of Financial Instruments

Value of Financial Instruments requires disclosure of the fair value information, whether recognized in the balance sheet, where it is

practicable to estimate that value.

As of December 31, 2025, the amounts reported for cash, inventory, prepaid expenses, accounts payable,

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

value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date.

ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

These tiers include:

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Level 1, defined as observable inputs such as quoted prices for identical

instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets

that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices

for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market

data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in

which one or more significant inputs or significant value drivers are unobservable.

We measure certain financial instruments

at fair value on a recurring basis.

As of December 31, 2024, there were no financial instruments to report.

Recently Issued Accounting Pronouncements

Management does not believe that any recently

issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

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

As of December 31, 2025, there were no financial instruments

Issued Accounting Pronouncements

does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect

on the accompanying condensed financial statements.

CAPITAL STOCK

Preferred Stock December 31, 2024

As of December 31, 2024, the Company had

a total of 34,853 shares of Series C Preferred Stock outstanding with a fair value of $ 3,485,313 , and a stated face value of one hundred

dollars ($100) per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company.

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.

Common Stock December 31, 2024 and

During the years ended December 31, 2024

and 2023, the Company did not issue any common stocks.

On 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, 2023.

Stock December 31, 2025 and 2024

of December 31, 2025, the Company had a total of 34,853

shares of Series C Preferred Stock outstanding with a fair

value of $ 3,485,313 ,

and a stated face value of one hundred dollars ($ 100 )

per share which are convertible into shares of fully paid and non-assessable shares of common stock of the Company.

The holder of the

Series C preferred 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.

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.

Stock December 31, 2025 and 2024

the years ended December 31, 2025, the Company issued an aggregate of 63,431,529 shares of common stock for $ 1,325,472 , related

to the equity financing agreement.

(See Note 7) There were no common shares issued for common stock as of December 31, 2024.

STOCK OPTIONS AND WARRANTS

Stock Options

As of December 31, 2024 and 2023, the

Company granted stock options in the amount of 0 , and 155,000,000 , respectively.

of December 31, 2025 and 2024, the Company granted stock options in the amount of 2,500,000 , and 2,500,000 , respectively.

(See Note 2).

1 unchanged sentence

Number of Options

Weighted average exercise

Weighted average exercise price

Number of Options

Weighted average exercise

Weighted average exercise price

Outstanding as of the beginning of the periods

2 unchanged sentences

Exercisable as of the end of the periods

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS –

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual

life of options outstanding as of December 31, 2024 and 2023 was as follows:

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of options outstanding as of December 31, 2025 and 2024 was as follows:

SCHEDULE OF WEIGHTED AVERAGE REMAINING CONTRACTUAL LIFE OF OPTIONS OUTSTANDING

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)

The stock-based compensation expense recognized

in the statement of operations during the years ended December 31, 2024 and 2023, were $ 229,220 and $ 2,007,180 , respectively.

As of December 31, 2023, there was no

intrinsic value with regards to the outstanding options.

As of December 31, 2024 and 2023, the

Company issued no common stock purchase warrants during the years ended December 31, 2024 and 2023.

As of December 31, 2024 and 2023, the

outstanding warrants were as follows:

The Company adopted ASC 718 to account

for stock-based awards measured at fair value, using the Black Scholes Model.

The fair value compensation expense is based on the grant

date of the stock options and warrants.

which is the date the Company and employee reach a mutual agreement on the terms of the award.

The cost is then recognized as an expense over the requisite service period and the recipient performs the required services.

The reliability of the grant-date fair

value relies heavily on the quality and reasonableness of certain input assumptions.

A significant input is the expected volatility of

the Company’s stock over the option’s expected term.

The expected term represents the period the Company anticipates the employee

will hold the option before exercising it.

The Black Scholes model requires the use of these assumptions to determine the fair value of

the stock-based awards.

The Company uses management’s best estimates, which include the awards expected term, the fair value of

the common stock, the expected volatility of the price of the common stock, the risk-free interest rate,and the expected dividend yield

of the common stock.

The expected term represents the period that the Company’s stock-based awards are expected to be outstanding.

The Company has based its expected term on the simplified method available under U.S.

The stock options terminate between seven

( 7 ) and ten ( 10 ) years from the date of grant or upon termination of employment.

As of December 31, 2025, the aggregate total of 565,000,000

stock options were outstanding.

stock-based compensation expense recognized in the statement of operations during the years ended December 31, 2025 and 2024, were $ 848,710

and $ 229,220 , respectively.

of December 31, 2025, there was no intrinsic value with regards to the outstanding options.

of December 31, 2025 and 2024, the Company issued no common stock purchase warrants during the years ended December 31, 2025 and 2024.

of December 31, 2025 and 2024, the outstanding warrants were as follows:

SCHEDULE OF WARRANTS ACTIVITY

Number of Options

Weighted average exercise

Weighted average exercise price

Number of Options

Weighted average exercise

Weighted average exercise price

Outstanding as of the beginning of the periods

1 unchanged sentence

Exercisable as of the end of the periods

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND

STOCK OPTIONS AND WARRANTS (Continued)

The weighted average remaining contractual

life of the warrants outstanding as of December 31, 2024 was as follows:

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

OPTIONS AND WARRANTS (Continued)

weighted average remaining contractual life of the warrants outstanding as of December 31, 2025, was as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Exercisable Price

Stock Warrants Outstanding

Stock Warrants Exercisable

Weighted Average Remaining

Contractual Life (years)

There was no warrant compensation recognized

as of December 31, 2024.

Stock Warrants

Weighted Average

Contractual Life

was no warrant compensation recognized as of December 31, 2025.

COMMITMENTS AND CONTINGENCIES

The Company rents office space on a yearly

basis with a monthly rent payment in the amount of $ 550 .

In the normal course of business, the

Company may be involved in legal proceedings, claims and assessments arising.

Such matters are subject to many uncertainties, and outcomes

are not predictable with assurance.

In the opinion of management, the ultimate disposition of these matters will not have a material

adverse effect on the Company’s financial position or results of operations.

On 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 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

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.

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

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

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, 2024, the University was paid $ 269,224 .

December 31, 2024, there remains $ 180,285 per the agreement.

On December 9, 2024, the Company entered

into an agreement with a consultant to provide an advisory service in developing technology and products for the production of green

The Company granted 2,500,000 common stock options, vesting at a rate of 69,444 options per month for thirty-five ( 35 ) months

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

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

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.

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.

The remaining 69,460 options will be vested at the end of the thirty six ( 36 ) month.

The Agreement

will continue on a month-to-month basis until terminated at the earlier of:

(i) 36 months from the date of this Agreement, or (ii) any

time by either party with a 5-day written notice from one party to the other.

On December 17, 2024, the Company entered

an agreement with a consultant to provide laboratory support for the development of technology for the production of green hydrogen.

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, 2024,

the University was paid $ 269,224 .

As of December 31, 2025, there remains $ 180,285 per the agreement.

December 9, 2024, the Company entered into an agreement with a consultant to provide an advisory service in developing technology and

products for the production of green hydrogen.

The Company granted 2,500,000 common stock options, vesting 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 six ( 36 ) month.

The Agreement will continue on a month-to-month basis until terminated at the earlier of:

(i) 36 months from

the date of this Agreement, or (ii) any time by either party with a 5-day written notice from one party to the other.

December 17, 2024, the Company entered 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.

As of December 31, 2024, there were no

legal proceedings against the Company.

NEWHYDROGEN, INC.

NOTES TO FINANCIAL STATEMENTS – AUDITED

FOR THE YEARS ENDED DECEMBER 31, 2024 AND

On December 22, 2017, the U.S.

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

The Act lowered the Company’s U.S.

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 October 24, 2025, the Company agreed to pay a consultant $ 14,000 per month per, the amendment

to the agreement.

The amendment shall commence on November 1, 2025 and continues until terminated.

of December 31, 2025, there were no legal proceedings against the Company.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

December 22, 2017, the U.S.

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

Act lowered the Company’s U.S.

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

The Company files income tax returns in

Company files income tax returns in the U.S.

Federal jurisdiction, and the state of California.

With few exceptions, the Company is no longer subject to U.S.

federal, state

and local, or non-U.S.

With few exceptions, the Company is no

longer subject to U.S.

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

income tax examinations by tax authorities for years before 2022.

Included in the balance at December 31,

2024, are no tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing

of such deductibility.

Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter

deductibility period would not affect the annual effective tax rate but would accelerate the payment of cash to the taxing authority

to an earlier period.

The Company’s policy is to recognize

interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

During the year ended

December 31, 2024, the Company did not recognize interest and penalties.

As of December 31, 2024, the Company had

net operating loss carry forwards of approximately $ 17,980,000 that may be offset against future taxable income.

No tax benefit has been

reported in the December 31, 2024 financial statements since the potential tax benefit is offset by a valuation allowance of the same

The income tax provision differs from

the amount of income tax determined by applying the U.S.

federal and state income tax rate to pretax income from continuing operations

for the years ended December 31, 2024 and 2023 due to the following:

in the balance at December 31, 2025, are no tax positions for which the ultimate deductibility is highly certain, but for which there

is uncertainty about the timing of such deductibility.

Because of the impact of deferred tax accounting, other than interest and penalties,

the disallowance of the shorter deductibility period would not affect the annual effective tax rate but would accelerate the payment

of cash to the taxing authority to an earlier period.

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

During the year ended December 31, 2025, the Company did not recognize interest and penalties.

of December 31, 2025, the Company had net operating loss carry forwards of approximately $ 19,906,502 that may be offset against future

taxable income.

No tax benefit has been reported in the December 31, 2025 financial statements since the potential tax benefit is offset

by a valuation allowance of the same amount.

income tax provision differs from the amount of income tax determined by applying the U.S.

federal and state income tax rate to pretax

income from continuing operations for the years ended December 31, 2025 and 2024 due to the following:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE

3 unchanged sentences

Income tax expense

Deferred taxes are provided on a liability

method whereby deferred tax assets are recognized for deductible differences and operating loss and tax credit carry-forwards and deferred

tax liabilities are recognized for taxable temporary differences.

Temporary differences are the difference between the reported amounts

of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,

it is more likely than not that some portion or all the deferred tax assets will not be realized.

Deferred tax assets and liabilities

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

Net deferred tax assets consist of the

following components as of December 31, 2024 and 2023:

taxes are provided on a liability method whereby deferred tax assets are recognized for deductible differences and operating loss and

tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the

difference between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation

allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be

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

deferred tax assets consist of the following components as of December 31, 2025 and 2024:

SCHEDULE OF NET DEFERRED TAX ASSETS

6 unchanged sentences

Net deferred tax asset

Due to the change in ownership provisions

of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.

Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

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

purposes are subject to annual limitations.

Should a change in ownership occur, net operating loss carry forwards may be limited as to

use in future years.

EQUITY FINANCING AGREEMENT

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

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.

Agreement is accounted for under ASC 815-40 standard for equity instruments, including common shares issued through an equity finance

This standard provides guidance on the recognition and measurement of equity instruments, including the accounting for equity

finance cost.

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.

TO FINANCIAL STATEMENTS – AUDITED

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

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 .

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 .

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 .

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 .

October 8, 2025, the Company issued 6,034,628 shares of common stock through its equity financing agreement and received $ 96,226 less

clearing fees of $ 3,010 for a total of $ 99,236 .

October 29, 2025, the Company issued 22,535,036 shares of common stock through its equity financing agreement and received $ 434,402 less

clearing fees of $ 1,025 for a total of $ 435,427 .

November 14, 2025, the Company issued 8,812,649 shares of common stock through its equity financing agreement and received $ 179,399 less

clearing fees of $ 1,025 for a total of $ 180,424 .

SEGMENT INFORMATION

The Company operates as a single reporting segment

engaged in developing a technology that uses water and heat rather than electricity to produce the lowest cost green hydrogen.

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

Company operates as 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.

and Adjusted EBDITA, a non-GAAP measure.

Company defines Adjusted EBITDA as income from operations, determined in accordance with GAAP, excluding the following:

and amortization of property and equipment;

· amortization

of acquired intangible assets;

and stock-based compensation

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.

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 year ended December 31, 2024 and

2023 (in thousands):

SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND A RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITA

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.

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.

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.

table below provides the Company’s Net loss, Operating Expenses, Other Income, and a reconciliation of Income/Loss to Adjusted

EBITDA for the year ended December 31, 2025 and 2024 (in thousands):

SCHEDULE OF NET LOSS, OPERATING EXPENSES, OTHER INCOME, AND RECONCILIATION OF INCOME/LOSS TO ADJUSTED EBITDA

December 31, 2025

18 unchanged sentences

SUBSEQUENT EVENT

Management has evaluated subsequent events

according to the requirements of ASC TOPIC 855 and has one subsequent event to report.

On March 5, 2025, the Company jointly filed a

patent application in the United States with the University of California, Santa Barbara, for its innovative hydrogen production process.

has evaluated subsequent events according to the requirements of ASC TOPIC 855 and has the following subsequent event to report.

February 20, 2026, the Company amended employee performance stock option dated 6/15/23.

The amendment replaces performance vesting conditions

of the unvested portion of the stock options to be vested over a fifteen (15) month period until remaining options are fully vested.

March 6, the Company jointly filed a PCT Application with University of California, Santa Barbara for a previously filed nonprovisional

patent application titled “Coupled Multi-Phase Oxidation-Reduction for Production of Chemicals,” detailing a novel thermochemical

method for splitting water into hydrogen and oxygen without relying on expensive electrolyzers.

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